Common use of Exercise of the Pledge Clause in Contracts

Exercise of the Pledge. 8.1. The Pledgor shall not waive, transfer or otherwise dispose the Pledged Equity without prior written consent of the Pledgee, prior to the full performance of the Contractual Obligations. 8.2. The Pledgee shall give a written Notice of Default to the Pledgor when it intends to exercise the Pledge. 8.3. Subject to Article 7.3, the Pledgee may exercise the right to enforce the Pledge when issuing the Notice of Default in accordance with Article 7.3 or at any time thereafter. 8.4. Upon issuing a Notice of Default under Article 7.3, the Pledgee may exercise all remedies for breach of contract under the PRC laws and hereunder, including without limitation, acquiring the Pledged Equity at discounted price, or auction or sale of the Pledged Equity with the proceeds to be paid based on the order agreed in Article 8.6, until all Secured Debts are repaid. 8.5. When the Pledgee enforces the Pledge in accordance with this Agreement, the Pledgor shall not put up any obstacle and shall give necessary assistance so as to facilitate the Pledgee’s realization of the Pledge. 8.6. Proceeds obtained by the Pledgee from exercise of the Pledge shall be applied by the following order: firstly, paying all costs arising out of the disposal of the Pledged Equity and the exercise of its rights and powers by the Pledgee (including the remuneration paying to the attorneys and agents of the Pledgee); secondly, paying taxes payable due to disposal of the Pledged Equity; thirdly, repaying the Secured Debts to the Pledgee. In case of any balance upon netting of such payments, the Pledgee shall refund the balance to the Pledgor or other persons who are entitled to such balance according to relevant laws and regulations, or deposit the same to a notarization authority at the domicile of the Pledgee (and any costs so incurred shall be solely borne by the Pledgor). After the Pledged Equity is converted into money, auctioned or sold, if the proceeds so obtained are insufficient to repay all Secured Debts, the difference shall be paid by the Pledgor.

Exercise of the Pledge. 8.1. The Pledgor shall not waive, transfer or otherwise dispose the Pledged Equity without prior written consent of the Pledgee, prior to the full performance of the Contractual Obligations. 8.2. 8.1 The Pledgee shall give issue a written Notice of Default to the Pledgor when it intends to exercise exercises the Pledge. 8.3. 8.2 Subject to Article the provisions of Section 7.3, the Pledgee may exercise the right to enforce the Pledge when issuing at any time after the issuance of the Notice of Default in accordance with Article 7.3 Section 8.1. Once the Pledgee elects to enforce the Pledge, the Pledgor shall cease to be entitled to any rights or at any time thereafterinterests associated with the Equity Interest. 8.4. Upon issuing 8.3 After the Pledgee issues a Notice of Default under Article 7.3to the Pledgor in accordance with Section 8.1, the Pledgee may exercise all remedies for breach of contract any remedy measure under the applicable PRC laws laws, the Transaction Documents and hereunderthis Agreement, including without limitation, acquiring but not limited to being paid in priority with the Pledged Equity at discounted price, Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from the auction or sale of the Pledged Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly exercise of such rights and powers. 8.4 The proceeds from the exercise of the Pledge by the Pledgee shall be used to pay for taxes and expenses incurred as a result of disposing the Equity Interest and to perform Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance shall be returned to the Pledgor or any other person who have rights to such balance under applicable laws or be deposited to the local notary public office where the Pledgor resides, with all expenses incurred being borne by the Pledgor. To the extent permitted under the applicable PRC laws, the Pledgor shall unconditionally donate the aforementioned proceeds to the Pledgee or any other person designated by the Pledgee. 8.5 The Pledgee may exercise any remedy measure available simultaneously or in any order. The Pledgee may exercise the right to being paid in priority with the proceeds to be paid Equity Interest based on the order agreed in Article 8.6monetary valuation that such Equity Interest is converted into or from the proceeds from the auction or sale of the Equity Interest under this Agreement, until all Secured Debts are repaidwithout exercising any other remedy measure first. 8.5. 8.6 The Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and the Pledgor or Party C shall not raise any objection to such exercise. 8.7 When the Pledgee enforces disposes of the Pledge in accordance with this Agreement, the Pledgor and Party C shall not put up any obstacle and shall give provide the necessary assistance so as to facilitate the Pledgee’s realization of the Pledge. 8.6. Proceeds obtained by enable the Pledgee from exercise of to enforce the Pledge shall be applied by the following order: firstly, paying all costs arising out of the disposal of the Pledged Equity and the exercise of its rights and powers by the Pledgee (including the remuneration paying to the attorneys and agents of the Pledgee); secondly, paying taxes payable due to disposal of the Pledged Equity; thirdly, repaying the Secured Debts to the Pledgee. In case of any balance upon netting of such payments, the Pledgee shall refund the balance to the Pledgor or other persons who are entitled to such balance according to relevant laws and regulations, or deposit the same to a notarization authority at the domicile of the Pledgee (and any costs so incurred shall be solely borne by the Pledgor). After the Pledged Equity is converted into money, auctioned or sold, if the proceeds so obtained are insufficient to repay all Secured Debts, the difference shall be paid by the Pledgorin accordance with this Agreement.

Exercise of the Pledge. 8.1. The Pledgor shall not waive, transfer or otherwise dispose the Pledged Equity without prior written consent of the Pledgee, prior 8.1 Prior to the full performance of the Contractual Obligations.Business Cooperation Agreement and the full payment of the consultation and service fee set forth thereunder, without written consent of Pledgee, Pledgor shall not transfer the Pledge or its Equity in Party C. 8.2. The 8.2 Pledgee shall may give a written Notice of Default to the Pledgor when it intends to exercise the Pledge. 8.3. 8.3 Subject to Article 7.3, the Pledgee may exercise the right to enforce the Pledge when issuing simultaneously with or at any time after the issuance of the Notice of Default in accordance with Article 7.3 7.2. Once Pledgee chooses to enforce the Pledge, Pledgor shall no longer own any right or at any time thereafterinterest relating to the Equity. 8.4. Upon issuing a Notice 8.4 In case of Default under Article 7.3default, within the permitted scope and in accordance with applicable laws, Pledgee may shall be entitled to legally dispose the pledge Equity; and the balance, if any, of all proceeds received by Pledgee from its exercise all remedies for breach of contract under the PRC laws and hereunder, including without limitation, acquiring the Pledged Equity at discounted price, or auction or sale of the Pledged Equity with Pledge after discharge of the proceeds to secured obligation shall be paid based on to Pledgor or the order agreed in Article 8.6person entitled to receive such amount, until all Secured Debts are repaidwithout interest. 8.5. 8.5 When the Pledgee enforces disposes the Pledge in accordance with this Agreement, the Pledgor shall not put up any obstacle and Party C shall give necessary assistance so as that Pledgee may enforce the Pledge in accordance with this Agreement. 8.6 All actual expenses, taxes and all legal costs, etc. relating to facilitate the Pledgee’s creation of equity pledge hereunder and the realization of the Pledge. 8.6. Proceeds obtained by the rights of Pledgee from exercise of the Pledge shall be applied by the following order: firstly, paying all costs arising out of the disposal of the Pledged Equity and the exercise of its rights and powers by the Pledgee (including the remuneration paying to the attorneys and agents of the Pledgee); secondly, paying taxes payable due to disposal of the Pledged Equity; thirdly, repaying the Secured Debts to the Pledgee. In case of any balance upon netting of such payments, the Pledgee shall refund the balance to the Pledgor or other persons who are entitled to such balance according to relevant laws and regulations, or deposit the same to a notarization authority at the domicile of the Pledgee (and any costs so incurred shall be solely borne by Party C. Should applicable laws require Pledgee or Pledgor to assume several taxes and fees, Party C shall fully reimburse Pledgee or Pledgor for the Pledgor). After the Pledged Equity is converted into money, auctioned or sold, if the proceeds so obtained are insufficient to repay all Secured Debts, the difference shall be paid by the Pledgortaxes and fees that have been paid.

Exercise of the Pledge. 8.1. The Pledgor shall not waive, transfer or otherwise dispose the Pledged Equity without prior written consent of the Pledgee, prior to the full performance of the Contractual Obligations. 8.2. 8.1 The Pledgee shall give issue a written Notice of Default to the Pledgor when it intends to exercise exercises the Pledge. 8.3. 8.2 Subject to Article the provisions of Section 7.3, the Pledgee may exercise the right to enforce the Pledge when issuing at any time after the issuance of the Notice of Default in accordance with Article 7.3 or at any time thereafterSection 8.1. 8.4. Upon issuing 8.3 After the Pledgee issues a Notice of Default under Article 7.3to the Pledgor in accordance with Section 8.1, the Pledgee may exercise all remedies for breach of contract any remedy measure under the applicable PRC laws laws, the Transaction Documents and hereunderthis Agreement, including without limitation, acquiring but not limited to being paid in priority with the Pledged Equity at discounted price, Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from the auction or sale of the Pledged Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly exercise of such rights and powers. 8.4 The proceeds from the exercise of the Pledge by the Pledgee shall be used to pay for the taxes and expenses incurred as a result of disposing the Equity Interest and to perform the Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance shall be returned to the Pledgor or any other person who have rights to such balance under applicable laws or be deposited to the local notary public office where the Pledgor resides, with all expenses incurred being borne by the Pledgor. To the extent not prohibited by the applicable PRC laws, the Pledgor shall unconditionally donate the aforementioned proceeds to the Pledgee or any other person designated by the Pledgee in the manner permitted by the PRC laws. 8.5 The Pledgee may exercise any remedy measure available to it simultaneously or in any order. The Pledgee may exercise the priority right in compensation based on the monetary valuation that such Equity Interest is converted into or with the proceeds from the auction or sale of the Equity Interest under this Agreement, without being required to be paid based on the order agreed in Article 8.6, until all Secured Debts are repaidexercise any other remedy measure first. 8.5. 8.6 The Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and the Pledgor or Party C shall not raise any objection to such exercise. 8.7 When the Pledgee enforces disposes of the Pledge in accordance with this Agreement, the Pledgor and Party C shall not put up any obstacle and shall give provide the necessary assistance so as to facilitate the Pledgee’s realization of the Pledge. 8.6. Proceeds obtained by enable the Pledgee from exercise of to enforce the Pledge shall be applied by the following order: firstly, paying all costs arising out of the disposal of the Pledged Equity and the exercise of its rights and powers by the Pledgee (including the remuneration paying to the attorneys and agents of the Pledgee); secondly, paying taxes payable due to disposal of the Pledged Equity; thirdly, repaying the Secured Debts to the Pledgee. In case of any balance upon netting of such payments, the Pledgee shall refund the balance to the Pledgor or other persons who are entitled to such balance according to relevant laws and regulations, or deposit the same to a notarization authority at the domicile of the Pledgee (and any costs so incurred shall be solely borne by the Pledgor). After the Pledged Equity is converted into money, auctioned or sold, if the proceeds so obtained are insufficient to repay all Secured Debts, the difference shall be paid by the Pledgorin accordance with this Agreement.

Exercise of the Pledge. 8.1. The Pledgor shall not waive, transfer or otherwise dispose the Pledged Equity without prior written consent of the Pledgee, prior to the full performance of the Contractual Obligations. 8.2. 8.1 The Pledgee shall give issue a written Notice of Default to the Pledgor when it intends to exercise exercises the Pledge. 8.3. 8.2 Subject to Article the provisions of Section 7.3, the Pledgee may exercise the right to enforce the Pledge when issuing at any time after the issuance of the Notice of Default in accordance with Article 7.3 or at any time thereafterSection 8.1. 8.4. Upon issuing 8.3 After the Pledgee issues a Notice of Default under Article 7.3to the Pledgor in accordance with Section 8.1, the Pledgee may exercise all remedies for breach of contract any remedy measure under the applicable PRC laws laws, the Transaction Documents and hereunderthis Agreement, including without limitation, acquiring but not limited to being paid in priority with the Pledged Equity at discounted price, Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from the auction or sale of the Pledged Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly exercise of such rights and powers. 8.4 The proceeds from the exercise of the Pledge by the Pledgee shall be used to pay for the taxes and expenses incurred as a result of disposing the Equity Interest and to perform the Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance shall be returned to the Pledgor or any other person who have rights to such balance under applicable laws or be deposited to the local notary public office where the Pledgor resides, with all expenses incurred being borne by the Pledgor. To the extent not prohibited by the applicable PRC laws, the Pledgor shall unconditionally donate the aforementioned proceeds to the Pledgee or any other person designated by the Pledgee. 8.5 The Pledgee may exercise any remedy measure available to it simultaneously or in any order. The Pledgee may exercise the priority right in compensation based on the monetary valuation that such Equity Interest is converted into or with the proceeds from the auction or sale of the Equity Interest under this Agreement, without being required to be paid based on the order agreed in Article 8.6, until all Secured Debts are repaidexercise any other remedy measure first. 8.5. 8.6 The Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and the Pledgor or Party C shall not raise any objection to such exercise. 8.7 When the Pledgee enforces disposes of the Pledge in accordance with this Agreement, the Pledgor and Party C shall not put up any obstacle and shall give provide the necessary assistance so as to facilitate the Pledgee’s realization of the Pledge. 8.6. Proceeds obtained by enable the Pledgee from exercise of to enforce the Pledge shall be applied by the following order: firstly, paying all costs arising out of the disposal of the Pledged Equity and the exercise of its rights and powers by the Pledgee (including the remuneration paying to the attorneys and agents of the Pledgee); secondly, paying taxes payable due to disposal of the Pledged Equity; thirdly, repaying the Secured Debts to the Pledgee. In case of any balance upon netting of such payments, the Pledgee shall refund the balance to the Pledgor or other persons who are entitled to such balance according to relevant laws and regulations, or deposit the same to a notarization authority at the domicile of the Pledgee (and any costs so incurred shall be solely borne by the Pledgor). After the Pledged Equity is converted into money, auctioned or sold, if the proceeds so obtained are insufficient to repay all Secured Debts, the difference shall be paid by the Pledgorin accordance with this Agreement.

Exercise of the Pledge. 8.1. The Pledgor 8.1 Except for fulfilling the Exclusive Option Agreement or other Transaction Agreement, before all Contract Obligations are performed and the Secured Indebtedness is fully repaid, the Pledgors shall not waive, transfer their rights or otherwise dispose Equity Interest in Party C without the Pledged Equity without Pledgee’s prior written consent of the Pledgee, prior to the full performance of the Contractual Obligationsconsent. 8.2. 8.2 The Pledgee shall give may issue a written Notice of Default to the Pledgor when it intends Pledgors according to exercise Article 7.3 in exercising the Pledge. 8.3. 8.3 Subject to the provisions of Article 7.3, the Pledgee may exercise the right to compulsorily enforce the Pledge when issuing the Notice of Default in accordance with Article 7.3 or at any time thereafter. 8.4. Upon while issuing a Notice of Default under according to Article 7.3, 7.3 or any time after issuing such notice. The Pledgors shall cease to own any Equity Interest-related rights or interests once the Pledgee may exercise all remedies for breach of contract under the PRC laws and hereunder, including without limitation, acquiring the Pledged Equity at discounted price, or auction or sale of the Pledged Equity with the proceeds to be paid based decides on the order agreed in Article 8.6, until all Secured Debts are repaid. 8.5. When the Pledgee enforces the Pledge in accordance with this Agreement, the Pledgor shall not put up any obstacle and shall give necessary assistance so as to facilitate the Pledgee’s realization compulsory enforcement of the Pledge. 8.6. Proceeds obtained by 8.4 When the Pledgee exercises the Pledge, within the scope of the license and in accordance with applicable laws, the Pledgee shall have disposition rights of the pledged Equity Interest, all payments received from exercise of the Pledge in exercising the Pledge shall be applied by disposed of in the following order: firstly, paying : (a) Pay all costs arising out fees incurred for disposition of the disposal of the Pledged Equity Interest and the exercise Pledgee’s exercising of its rights and powers power, including the lawyer fees and agent’s fees; (b) Pay taxes for disposing of the Equity Interest; (c) If there is a surplus after the above payments are deducted, the balance (excluding interests) shall be paid to the Pledgors or held in escrow by a third party authorized to receive such money according to the relevant PRC laws or a local notary office of the place where the Pledgee is based (all expenses thereby incurred shall be deducted from such balance). 8.5 The Pledgors and Party C shall provide necessary assistance when the Pledgee disposes of the Pledge according to this Agreement, in order for the Pledgee to compulsorily enforce the Pledge according to this Agreement. 8.6 All actual outlays, taxes and legal fees related to the Equity Interest pledge and the Pledgee’s exercising of rights under this Agreement shall be assumed by Party C, except for those borne by the Pledgee (including as specified by laws. The Pledgee shall be authorized to deduct such expenses from the remuneration paying to the attorneys money earned from its exercising of rights and agents power on an accrual basis. 8.7 The amount of the Pledgee); secondly, paying taxes payable due to disposal of the Pledged Equity; thirdly, repaying the Secured Debts to the Pledgee. In case of any balance upon netting of such payments, Indebtedness independently confirmed by the Pledgee shall refund in exercising the balance to Pledge over the Pledgor or other persons who are entitled to such balance Equity Interest according to relevant laws and regulations, or deposit the same to a notarization authority at the domicile of the Pledgee (and any costs so incurred this Agreement shall be solely borne by the Pledgor). After the Pledged Equity is converted into money, auctioned or sold, if the proceeds so obtained are insufficient to repay all deemed as conclusive evidence of Secured Debts, the difference shall be paid by the PledgorIndebtedness under this Agreement.

Exercise of the Pledge. 8.1. The Pledgor shall not waive, transfer or otherwise dispose the Pledged Equity without prior written consent of the Pledgee, prior to the full performance of the Contractual Obligations. 8.2. The Pledgee shall give issue a written Notice of Default to the Pledgor when it intends to Pledgors for the exercise of the Pledge. 8.38.2. Subject to Article the provisions of Section 7.3, the Pledgee may exercise the its right to enforce dispose of the Pledge when issuing at any time after the issuance of the Notice of Default in accordance with Article 7.3 Section 8.1. Upon the Pledgee’s exercise of its right to dispose of the Pledge, the Pledgors shall no longer own any right and interest in respect of the Pledged Equity Interest. 8.3. Upon the issuance of the Notice of Default in accordance with Section 8.1, the Pledgee is entitled to exercise all the remedies, rights and powers available to it under the PRC laws, the Transaction Documents and this Agreement, including without limitation to converse, auction or at sell the Pledged Equity Interests for prior satisfaction of indebtedness. The Pledgee shall not be held liable for any time thereafterlosses arising from its reasonable exercise of such rights and powers. 8.4. Upon issuing a Notice of Default under Article 7.3, The proceeds received by the Pledgee may as a result of the exercise all remedies for breach of contract under the PRC laws Pledge shall be first applied towards payment of the taxes and hereunder, including without limitation, acquiring expenses payable in connection with the Pledged Equity at discounted price, or auction or sale disposal of the Pledged Equity Interest and the performance of the Contractual Obligations and the repayment of the Secured Indebtedness to the Pledgee. Any remaining balance after the deduction of the foregoing payments, if any, shall be returned to the Pledgors or any other person who is entitled to such balance under applicable laws and regulations, or be deposited with the proceeds notary public at the place where the Pledgee is located, any costs incurred arising out of such deposit shall be borne by the Pledgors; and to be paid based on the order agreed in Article 8.6extent permitted by the PRC laws, until all Secured Debts are repaidthe Pledgors shall unconditionally donate such balance to the Pledgee or any person designated by the Pledgee. 8.5. The Pledgee shall be entitled to elect to exercise, simultaneously or successively, any of its breach of contract remedies; the Pledgee shall not be required to first exercise other breach of contract remedies prior to exercising its right to converse, auction or sell the Pledged Equity Interest hereunder. 8.6. The Pledgee shall be entitled to designate in writing its legal counsel or other agents to exercise on its behalf the Pledge, and neither the Pledgors nor Party C shall object thereto. 8.7. When the Pledgee enforces disposes of the Pledge in accordance with this Agreement, the Pledgor Pledgors and Party C shall not put up any obstacle and shall give provide necessary assistance so as to facilitate the Pledgee’s realization Pledgee for its exercise of the Pledge. 8.6. Proceeds obtained by the Pledgee from exercise of the Pledge shall be applied by the following order: firstly, paying all costs arising out of the disposal of the Pledged Equity and the exercise of its rights and powers by the Pledgee (including the remuneration paying to the attorneys and agents of the Pledgee); secondly, paying taxes payable due to disposal of the Pledged Equity; thirdly, repaying the Secured Debts to the Pledgee. In case of any balance upon netting of such payments, the Pledgee shall refund the balance to the Pledgor or other persons who are entitled to such balance according to relevant laws and regulations, or deposit the same to a notarization authority at the domicile of the Pledgee (and any costs so incurred shall be solely borne by the Pledgor). After the Pledged Equity is converted into money, auctioned or sold, if the proceeds so obtained are insufficient to repay all Secured Debts, the difference shall be paid by the Pledgor.

Exercise of the Pledge. 8.1. The Pledgor shall not waive, transfer or otherwise dispose the Pledged Equity without prior written consent of the Pledgee, prior to the full performance of the Contractual Obligations. 8.2. The Pledgee shall give issue a written Notice of Default to the Pledgor when it intends to for the exercise of the Pledge. 8.38.2. Subject to Article the provisions of Section 7.3, the Pledgee may exercise the its right to enforce dispose of the Pledge when issuing at any time after the issuance of the Notice of Default in accordance with Article 7.3 Section 8.1. Upon the Pledgee’s exercise of its right to dispose of the Pledge, the Pledgor shall no longer own any right and interest in respect of the Pledged Equity Interest. 8.3. Upon the issuance of the Notice of Default in accordance with Section 8.1, the Pledgee is entitled to exercise all the remedies, rights and powers available to it under the PRC laws, the Transaction Documents and this Agreement, including without limitation to converse, auction or at sell the Pledged Equity Interests for prior satisfaction of indebtedness. The Pledgee shall not be held liable for any time thereafterlosses arising from its reasonable exercise of such rights and powers. 8.4. Upon issuing a Notice of Default under Article 7.3, The proceeds received by the Pledgee may as a result of the exercise all remedies for breach of contract under the PRC laws Pledge shall be first applied towards payment of the taxes and hereunder, including without limitation, acquiring expenses payable in connection with the Pledged Equity at discounted price, or auction or sale disposal of the Pledged Equity Interest and the performance of the Contractual Obligations and the repayment of the Secured Indebtedness to the Pledgee. Any remaining balance after the deduction of the foregoing payments, if any, shall be returned to the Pledgor or any other person who is entitled to such balance under applicable laws and regulations, or be deposited with the proceeds notary public at the place where the Pledgee is located, any costs incurred arising out of such deposit shall be borne by the Pledgor; and to be paid based on the order agreed in Article 8.6extent permitted by the PRC laws, until all Secured Debts are repaidthe Pledgor shall unconditionally donate such balance to the Pledgee or any person designated by the Pledgee. 8.5. The Pledgee shall be entitled to elect to exercise, simultaneously or successively, any of its breach of contract remedies; the Pledgee shall not be required to first exercise other breach of contract remedies prior to exercising its right to converse, auction or sell the Pledged Equity Interest hereunder. 8.6. The Pledgee shall be entitled to designate in writing its legal counsel or other agents to exercise on its behalf the Pledge, and neither the Pledgor nor Party C shall object thereto. 8.7. When the Pledgee enforces disposes of the Pledge in accordance with this Agreement, the Pledgor and Party C shall not put up any obstacle and shall give provide necessary assistance so as to facilitate the Pledgee’s realization Pledgee for its exercise of the Pledge. 8.6. Proceeds obtained by the Pledgee from exercise of the Pledge shall be applied by the following order: firstly, paying all costs arising out of the disposal of the Pledged Equity and the exercise of its rights and powers by the Pledgee (including the remuneration paying to the attorneys and agents of the Pledgee); secondly, paying taxes payable due to disposal of the Pledged Equity; thirdly, repaying the Secured Debts to the Pledgee. In case of any balance upon netting of such payments, the Pledgee shall refund the balance to the Pledgor or other persons who are entitled to such balance according to relevant laws and regulations, or deposit the same to a notarization authority at the domicile of the Pledgee (and any costs so incurred shall be solely borne by the Pledgor). After the Pledged Equity is converted into money, auctioned or sold, if the proceeds so obtained are insufficient to repay all Secured Debts, the difference shall be paid by the Pledgor.

Exercise of the Pledge. 8.1. The Pledgor shall not waive, transfer or otherwise dispose the Pledged Equity without prior written consent of the Pledgee, prior to the full performance of the Contractual Obligations. 8.2. 8.1 The Pledgee shall give may issue a written Notice of Default to the Pledgor when it intends to for the exercise of the Pledge. 8.3. 8.2 Subject to Article the provisions of Section 7.3, the Pledgee may exercise the its right to enforce dispose of the Pledge when issuing at any time after the issuance of the Notice of Default in accordance with Article 7.3 or at any time thereafter. 8.4Section 8.1. Upon issuing a Notice the Pledgee’s exercise of Default under Article 7.3its right to dispose of the Pledge, the Pledgee may exercise all remedies for breach of contract under the PRC laws Pledgor shall no longer own any right and hereunder, including without limitation, acquiring the Pledged Equity at discounted price, or auction or sale interest in respect of the Pledged Equity Interest. 8.3 Upon the issuance of the Notice of Default in accordance with Section 8.2, the Pledgee is entitled to exercise all of the remedies, rights and powers available to it under the PRC laws, the Transaction Agreements and this Agreement, including without limitation to auction or sell the Pledged Equity Interests for prior satisfaction of indebtedness. The Pledgee shall not be held liable for any losses arising from its reasonable exercise of such rights and powers. 8.4 The proceeds received by the Pledgee as a result of the exercise of the Pledge shall be first applied towards payment of the costs and expenses payable in connection with the disposal of the Pledged Equity Interest and the repayment of the Secured Indebtedness to the Pledgee. Any balance after the deduction of the foregoing payments, if any, shall be returned to the Pledgor or any other person who is entitled to such balance under applicable laws and regulations, or be deposited with the notary public at the place where the Pledgee is located (any costs incurred arising out of such deposit shall be borne by the Pledgee); and to the extent permitted by the PRC laws, the Pledgor shall transfer such balance to the Pledgee or any person designated by the Pledgee without consideration. If the proceeds received from the disposition of the Pledged Equity Interest are not sufficient to be paid based on repay the order agreed in Article 8.6Secured Indebtedness, until all Secured Debts are repaidthe Pledgor is obliged to make up the difference. 8.5. 8.5 The Pledgee shall be entitled to elect to exercise, simultaneously or successively, any of its breach of contract remedies; the Pledgee shall not be required to first exercise other breach of contract remedies prior to exercising its right to auction or sell the Pledged Equity Interest hereunder. 8.6 The Pledgee shall be entitled to designate in writing its legal counsel or other agents to exercise on its behalf the Pledge, and neither the Pledgor nor Party C shall object thereto. 8.7 When the Pledgee enforces disposes of the Pledge in accordance with this Agreement, the Pledgor and Party C shall not put up any obstacle and shall give provide necessary assistance so as to facilitate the Pledgee’s realization Pledgee for its exercise of the Pledge. 8.6. Proceeds obtained by the Pledgee from exercise of the Pledge shall be applied by the following order: firstly, paying all costs arising out of the disposal of the Pledged Equity and the exercise of its rights and powers by the Pledgee (including the remuneration paying to the attorneys and agents of the Pledgee); secondly, paying taxes payable due to disposal of the Pledged Equity; thirdly, repaying the Secured Debts to the Pledgee. In case of any balance upon netting of such payments, the Pledgee shall refund the balance to the Pledgor or other persons who are entitled to such balance according to relevant laws and regulations, or deposit the same to a notarization authority at the domicile of the Pledgee (and any costs so incurred shall be solely borne by the Pledgor). After the Pledged Equity is converted into money, auctioned or sold, if the proceeds so obtained are insufficient to repay all Secured Debts, the difference shall be paid by the Pledgor.

Exercise of the Pledge. 8.1. 8.1 The Pledgor shall not waive, transfer or otherwise dispose Parties hereby agree that in the Pledged Equity without prior written consent Event of the Pledgee, prior to the full performance of the Contractual Obligations. 8.2. The Pledgee shall give a written Notice of Default to the Pledgor when it intends to exercise the Pledge. 8.3. Subject to Article 7.3Default, the Pledgee may exercise shall have the right to enforce the Pledge when issuing the Notice of Default in accordance with Article 7.3 or at any time thereafter. 8.4. Upon issuing a Notice of Default under Article 7.3, the Pledgee may exercise all remedies the rights and authorities of remedy for breach of contract enjoyed under the PRC laws laws, Transaction Agreements and hereunderthis Agreement, including without limitation, acquiring the Pledged Equity at discounted price, or (but not limited to) auction or sale of the Pledged Equity with the proceeds Interests and to be paid compensated in priority from what it gains after giving written notice to the Pledgors. The Pledgee is not responsible for any loss caused by its lawful and reasonable exercise of such rights and authorities. 8.2 Before the full payment of the consultation service fees and other fees under the Transaction Agreements has been made, the Pledgors shall not transfer the Pledge or the equity interest held in the Company without the Pledgee’s written consent. 8.3 For reasonable expenses incurred when the Pledgee exercises any or all of the above-mentioned rights and authorities, the Pledgee shall have the right to deduct such expenses from the funds obtained from the exercise of its rights and authorities, based on the order agreed in Article 8.6, until all Secured Debts are repaidactual situation. 8.5. 8.4 The fund obtained from the exercise of the Pledgee of its rights and authorities shall be processed in the following order: Firstly, to pay for all expenses (including paying the emoluments of its attorneys and agents) arising from the disposal of the Pledged Interests and the exercise of the Pledgee of its rights and authorities; Secondly, to pay payable taxes arising from the disposal of the Pledged Interests; Thirdly, repay the Secured Indebtedness to the Pledgee; The remaining fund after the deduction of the aforesaid items shall be returned by the Pledgee to the Pledgors or other person who enjoyed the right to the fund under relevant laws and regulations, or be deposited to the local notary office of the location of the Pledgee (any cost generated arising from such deposit shall be undertaken by the Pledgee). 8.5 The Pledgee has the right to appoint its legal counsels or other agents to exercise the Pledge on its behalf, and the Pledgor or the Company shall not raise any objections. 8.6 When the Pledgee enforces disposes the Pledge in accordance with this Agreement, the Pledgor Pledgors and the Company shall not put up any obstacle and shall give provide necessary assistance so as to facilitate enable the Pledgee’s realization Pledgee to realize its Pledge. 8.7 The Pledgee shall be entitled to choose to, simultaneously or successively, exercise any of the remedies it enjoys for breach of contract. The Pledgee is not required to exercise any other remedy for breach of contract before exercising the right to auction or sell the Pledged Interests under this Agreement. The Pledgors or the Company does not have the right to challenge the Pledgee whether to exercise part of the Pledge or the sequential order of the exercise of the Pledge. 8.6. Proceeds obtained by the Pledgee from exercise of the Pledge shall be applied by the following order: firstly, paying all costs arising out of the disposal of the Pledged Equity and the exercise of its rights and powers by the Pledgee (including the remuneration paying to the attorneys and agents of the Pledgee); secondly, paying taxes payable due to disposal of the Pledged Equity; thirdly, repaying the Secured Debts to the Pledgee. In case of any balance upon netting of such payments, the Pledgee shall refund the balance to the Pledgor or other persons who are entitled to such balance according to relevant laws and regulations, or deposit the same to a notarization authority at the domicile of the Pledgee (and any costs so incurred shall be solely borne by the Pledgor). After the Pledged Equity is converted into money, auctioned or sold, if the proceeds so obtained are insufficient to repay all Secured Debts, the difference shall be paid by the Pledgor.

Exercise of the Pledge. 8.1. The Pledgor shall not waive, transfer or otherwise dispose the Pledged Equity without prior written consent of the Pledgee, prior to the full performance of the Contractual Obligations. 8.2. The Pledgee shall give issue a written Notice of Default to the Pledgor when it intends to Pledgors for the exercise of the Pledge. 8.38.2. Subject to Article the provisions of Section 7.3, the Pledgee may exercise the its right to enforce dispose of the Pledge when issuing at any time after the issuance of the Notice of Default in accordance with Article 7.3 Section 8.1. Upon the Pledgee’s exercise of its right to dispose of the Pledge, the Pledgors shall no longer own any right and interest in respect of the Pledged Equity Interest 8.3. Upon the issuance of the Notice of Default in accordance with Section 8.1, the Pledgee is entitled to exercise all the remedies, rights and powers available to it under the PRC laws, the Transaction Documents and this Agreement, including without limitation to converse, auction or at sell the Pledged Equity Interests for prior satisfaction of indebtedness. The Pledgee shall not be held liable for any time thereafterlosses arising from its reasonable exercise of such rights and powers. 8.4. Upon issuing a Notice of Default under Article 7.3, The proceeds received by the Pledgee may as a result of the exercise all remedies for breach of contract under the PRC laws Pledge shall be first applied towards payment of the taxes and hereunder, including without limitation, acquiring expenses payable in connection with the Pledged Equity at discounted price, or auction or sale disposal of the Pledged Equity Interest and the performance of the Contractual Obligations and the repayment of the Secured Indebtedness to the Pledgee. Any remaining balance after the deduction of the foregoing payments, if any, shall be returned to the Pledgors or any other person who is entitled to such balance under applicable laws and regulations, or be deposited with the proceeds notary public at the place where the Pledgee is located, any costs incurred arising out of such deposit shall be borne by the Pledgors; and to be paid based on the order agreed in Article 8.6extent permitted by the PRC laws, until all Secured Debts are repaidthe Pledgors shall unconditionally donate such balance to the Pledgee or any person designated by the Pledgee. 8.5. The Pledgee shall be entitled to elect to exercise, simultaneously or successively, any of its breach of contract remedies; the Pledgee shall not be required to first exercise other breach of contract remedies prior to exercising its right to converse, auction or sell the Pledged Equity Interest hereunder. 8.6. The Pledgee shall be entitled to designate in writing its legal counsel or other agents to exercise on its behalf the Pledge, and neither the Pledgors nor Party C shall object thereto. 8.7. When the Pledgee enforces disposes of the Pledge in accordance with this Agreement, the Pledgor Pledgors and Party C shall not put up any obstacle and shall give provide necessary assistance so as to facilitate the Pledgee’s realization Pledgee for its exercise of the Pledge. 8.6. Proceeds obtained by the Pledgee from exercise of the Pledge shall be applied by the following order: firstly, paying all costs arising out of the disposal of the Pledged Equity and the exercise of its rights and powers by the Pledgee (including the remuneration paying to the attorneys and agents of the Pledgee); secondly, paying taxes payable due to disposal of the Pledged Equity; thirdly, repaying the Secured Debts to the Pledgee. In case of any balance upon netting of such payments, the Pledgee shall refund the balance to the Pledgor or other persons who are entitled to such balance according to relevant laws and regulations, or deposit the same to a notarization authority at the domicile of the Pledgee (and any costs so incurred shall be solely borne by the Pledgor). After the Pledged Equity is converted into money, auctioned or sold, if the proceeds so obtained are insufficient to repay all Secured Debts, the difference shall be paid by the Pledgor.

Exercise of the Pledge. 8.1. The Pledgor shall not waive, transfer or otherwise dispose the Pledged Equity without prior written consent of the Pledgee, prior to the full performance of the Contractual Obligations. 8.29.1. The Pledgee shall give issue a written Notice of Default to the Pledgor when it intends to Pledgors for the exercise of the Pledge. 8.39.2. Subject to Article 7.3the provisions of Section 8.3, the Pledgee may exercise the its right to enforce dispose of the Pledge when issuing at any time after the issuance of the Notice of Default in accordance with Article 7.3 or at any time thereafterSection 9. 8.41. Upon issuing a the Pledgee’s exercise of its right to dispose of the Pledge, the Pledgors shall no longer own any right and interest in respect of the Pledged Equity Interest. 9.3. Upon the issuance of the Notice of Default under Article 7.3in accordance with Section 9.1, the Pledgee may is entitled to exercise all remedies for breach of contract the remedies, rights and powers available to it under the PRC laws and hereunderthis Agreement, including without limitationlimitation to converse, acquiring auction or sell the Pledged Equity at discounted price, or auction or sale Interest for prior satisfaction of indebtedness. The Pledgee shall not be held liable for any losses arising from its reasonable exercise of such rights and powers. 9.4. The proceeds received by the Pledgee as a result of the exercise of the Pledge shall be first applied towards payment of the taxes and expenses payable in connection with the disposal of the Pledged Equity Interest and the performance of the Contractual Obligations and the repayment of the Secured Indebtedness to the Pledgee. Any remaining balance after the deduction of the foregoing payments, if any, shall be returned to the Pledgors or any other person who is entitled to such balance under applicable laws and regulations, or be deposited with the proceeds to notary public at the place where the Pledgee is located, any costs incurred arising out of such deposit shall be paid based on borne by the order agreed in Article 8.6, until all Secured Debts are repaidPledgors. 8.59.5. The Pledgee shall be entitled to elect to exercise, simultaneously or successively, any of its breach of contract remedies; the Pledgee shall not be required to first exercise other breach of contract remedies prior to exercising its right to converse, auction or sell the Pledged Equity Interest hereunder. 9.6. The Pledgee shall be entitled to designate in writing its legal counsel or other agents to exercise on its behalf the Pledge, and neither the Pledgors nor the Target Company shall object thereto. 9.7. When the Pledgee enforces disposes of the Pledge in accordance with this Agreement, the Pledgor Pledgors and the Target Company shall not put up any obstacle and shall give provide necessary assistance so as to facilitate the Pledgee’s realization Pledgee for its exercise of the Pledge. 8.6. Proceeds obtained by the Pledgee from exercise of the Pledge shall be applied by the following order: firstly, paying all costs arising out of the disposal of the Pledged Equity and the exercise of its rights and powers by the Pledgee (including the remuneration paying to the attorneys and agents of the Pledgee); secondly, paying taxes payable due to disposal of the Pledged Equity; thirdly, repaying the Secured Debts to the Pledgee. In case of any balance upon netting of such payments, the Pledgee shall refund the balance to the Pledgor or other persons who are entitled to such balance according to relevant laws and regulations, or deposit the same to a notarization authority at the domicile of the Pledgee (and any costs so incurred shall be solely borne by the Pledgor). After the Pledged Equity is converted into money, auctioned or sold, if the proceeds so obtained are insufficient to repay all Secured Debts, the difference shall be paid by the Pledgor.

Exercise of the Pledge. 8.1. The Pledgor shall not waive, transfer or otherwise dispose the Pledged Equity without prior written consent of the Pledgee, prior to the full performance of the Contractual Obligations. 8.2. The Pledgee shall give a written Notice of Default to the Pledgor when it intends to exercise the Pledge. 8.3. Subject to Article 7.3, the Pledgee may exercise the right to enforce the Pledge when issuing the Notice of Default in accordance with Article 7.3 or at any time thereafter. 8.4. Upon issuing a Notice of Default under Article 7.3, the Pledgee may exercise all remedies for breach of contract under the PRC laws and hereunder, including without limitation, acquiring the Pledged Equity at discounted price, or auction or sale of the Pledged Equity with the proceeds to be paid based on the order sequence agreed in Article 8.6, until all Secured Debts are repaid. 8.5. When the Pledgee enforces the Pledge in accordance with this Agreement, the Pledgor shall not put up any obstacle and shall give necessary assistance so as to facilitate the Pledgee’s realization of the Pledge. 8.6. Proceeds obtained by the Pledgee from exercise of the Pledge shall be applied by the following order: firstly, paying all costs arising out of the disposal of the Pledged Equity and the exercise of its rights and powers by the Pledgee (including the remuneration paying to the attorneys and agents of the Pledgee); secondly, paying taxes payable due to disposal of the Pledged Equity; thirdly, repaying the Secured Debts to the Pledgee. In case of any balance upon netting of such payments, the Pledgee shall refund the balance to the Pledgor or other persons who are entitled to such balance according to relevant laws and regulations, or deposit the same to a notarization authority at the domicile of the Pledgee (and any costs so incurred shall be solely borne by the Pledgor). After the Pledged Equity is converted into money, auctioned or sold, if the proceeds so obtained are insufficient to repay all Secured Debts, the difference shall be paid by the Pledgor.

Exercise of the Pledge. 8.1. The Pledgor shall not waive, transfer or otherwise dispose the Pledged Equity without prior written consent of the Pledgee, prior to the full performance of the Contractual Obligations. 8.2. The 8.1 Pledgee shall give issue a written Notice of Default to the Pledgor when it intends to exercise exercises the Pledge. 8.3. 8.2 Subject to Article the provisions of Section 7.3, the Pledgee may exercise the right to enforce the Pledge when issuing at any time after the issuance of the Notice of Default in accordance with Article 7.3 Section 8.1. Once Pledgee elects to enforce the Pledge, Pledgor shall cease to be entitled to any rights or at any time thereafterinterests associated with the Equity Interest. 8.4. Upon issuing 8.3 After Pledgee issues a Notice of Default under Article 7.3to Pledgor in accordance with Section 8.1, the Pledgee may exercise all remedies for breach of contract any remedy measure under the applicable PRC laws laws, the Transaction Documents and hereunderthis Agreement, including without limitation, acquiring but not limited to being paid in priority with the Pledged Equity at discounted price, Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from the auction or sale of the Pledged Equity Interest. Pledgee shall not be liable for any loss incurred by its duly exercise of such rights and powers. 8.4 The proceeds from the exercise of the Pledge by Pledgee shall be used to pay for taxes and expenses incurred as a result of disposing the Equity Interest and to perform Contract Obligations and pay the Secured Indebtedness to Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance shall be returned to Pledgor or any other person who have rights to such balance under applicable laws or be deposited to the local notary public office where ▇▇▇▇▇▇▇ resides, with all expenses incurred being borne by Pledgor. To the extent permitted under the applicable PRC laws, Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee. 8.5 Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the proceeds to be paid Equity Interest based on the order agreed in Article 8.6monetary valuation that such Equity Interest is converted into or from the proceeds from the auction or sale of the Equity Interest under this Agreement, until all Secured Debts are repaidwithout exercising any other remedy measure first. 8.5. 8.6 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and Pledgor or Party C shall not raise any objection to such exercise. 8.7 When the Pledgee enforces disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide the Pledgor shall not put up any obstacle and shall give necessary assistance so as to facilitate the Pledgee’s realization of the Pledge. 8.6. Proceeds obtained by the enable Pledgee from exercise of to enforce the Pledge shall be applied by the following order: firstly, paying all costs arising out of the disposal of the Pledged Equity and the exercise of its rights and powers by the Pledgee (including the remuneration paying to the attorneys and agents of the Pledgee); secondly, paying taxes payable due to disposal of the Pledged Equity; thirdly, repaying the Secured Debts to the Pledgee. In case of any balance upon netting of such payments, the Pledgee shall refund the balance to the Pledgor or other persons who are entitled to such balance according to relevant laws and regulations, or deposit the same to a notarization authority at the domicile of the Pledgee (and any costs so incurred shall be solely borne by the Pledgor). After the Pledged Equity is converted into money, auctioned or sold, if the proceeds so obtained are insufficient to repay all Secured Debts, the difference shall be paid by the Pledgorin accordance with this Agreement.

Exercise of the Pledge. 8.1. The Pledgor shall not waive, transfer or otherwise dispose the Pledged Equity without prior written consent of the Pledgee, prior to the full performance of the Contractual Obligations. 8.2. 8.1 The Pledgee shall give issue a written Notice of Default to the Pledgor when it intends to exercise exercises the Pledge. 8.3. 8.2 Subject to Article the provisions of Section 7.3, the Pledgee may exercise the right to enforce the Pledge when issuing at any time after the issuance of the Notice of Default in accordance with Article 7.3 or at any time thereafterSection 8.1. 8.4. Upon issuing 8.3 After the Pledgee issues a Notice of Default under Article 7.3to the Pledgor in accordance with Section 8.1, the Pledgee may exercise all remedies for breach of contract any remedy measure under the applicable PRC laws laws, the Transaction Documents and hereunderthis Agreement, including without limitation, acquiring but not limited to being paid in priority with the Pledged Equity at discounted price, Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from the auction or sale of the Pledged Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly exercise of such rights and powers. 8.4 The proceeds from the exercise of the Pledge by the Pledgee shall be used to pay for the taxes and expenses incurred as a result of disposing the Equity Interest and to perform the Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance shall be returned to the Pledgor or any other person who have rights to such balance under applicable laws or be deposited to the local notary public office where the Pledgor resides, with all expenses incurred being borne by the Pledgor. To the extent not prohibited by the applicable PRC laws, the Pledgor shall unconditionally donate the aforementioned proceeds to the Pledgee or any other person designated by the Pledgee in the manner permitted by the PRC laws. 8.5 The Pledgee may exercise any remedy measure available to it simultaneously or in any order. The Pledgee may exercise the priority right in compensation based on the monetary valuation that such Equity Interest is converted into or with the proceeds from the auction or sale of the Equity Interest under this Agreement, without being required to be paid based on the order agreed in Article 8.6, until all Secured Debts are repaidexercise any other remedy measure first. 8.5. 8.6 The Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf and the Pledgor or Party C shall not raise any objection to such exercise. 8.7 When the Pledgee enforces disposes of the Pledge in accordance with this Agreement, the Pledgor and Party C shall not put up any obstacle and shall give provide the necessary assistance so as to facilitate the Pledgee’s realization of the Pledge. 8.6. Proceeds obtained by enable the Pledgee from exercise of to enforce the Pledge shall be applied by the following order: firstly, paying all costs arising out of the disposal of the Pledged Equity and the exercise of its rights and powers by the Pledgee (including the remuneration paying to the attorneys and agents of the Pledgee); secondly, paying taxes payable due to disposal of the Pledged Equity; thirdly, repaying the Secured Debts to the Pledgee. In case of any balance upon netting of such payments, the Pledgee shall refund the balance to the Pledgor or other persons who are entitled to such balance according to relevant laws and regulations, or deposit the same to a notarization authority at the domicile of the Pledgee (and any costs so incurred shall be solely borne by the Pledgor). After the Pledged Equity is converted into money, auctioned or sold, if the proceeds so obtained are insufficient to repay all Secured Debts, the difference shall be paid by the Pledgorin accordance with this Agreement.

Exercise of the Pledge. 8.1. The Pledgor shall not waive, transfer or otherwise dispose the Pledged Equity without prior written consent of the Pledgee, prior to the full performance of the Contractual Obligations. 8.2. The Pledgee shall give issue a written Notice of Default to the Pledgor when it intends to for the exercise of the Pledge. 8.38.2. Subject to Article the provisions of Section 7.3, the Pledgee may exercise the its right to enforce dispose of the Pledge when issuing at any time after the issuance of the Notice of Default in accordance with Article 7.3 Section 8.1. Upon the Pledgee’s exercise of its right to dispose of the Pledge, the Pledgor shall no longer own any right and interest in respect of the Pledged Partnership Interest. 8.3. Upon the issuance of the Notice of Default in accordance with Section 8.1, the Pledgee is entitled to exercise all the remedies, rights and powers available to it under the PRC laws, the Transaction Documents and this Agreement, including without limitation to converse, auction or at sell the Pledged Partnership Interest for prior satisfaction of indebtedness. The Pledgee shall not be held liable for any time thereafterlosses arising from its reasonable exercise of such rights and powers. 8.4. Upon issuing a Notice of Default under Article 7.3, The proceeds received by the Pledgee may as a result of the exercise all remedies for breach of contract under the PRC laws Pledge shall be first applied towards payment of the taxes and hereunder, including without limitation, acquiring expenses payable in connection with the Pledged Equity at discounted price, or auction or sale disposal of the Pledged Equity Partnership Interest and the performance of the Contractual Obligations and the repayment of the Secured Indebtedness to the Pledgee. Any remaining balance after the deduction of the foregoing payments, if any, shall be returned to the Pledgor or any other person who is entitled to such balance under applicable laws and regulations, or be deposited with the proceeds notary public at the place where the Pledgee is located, any costs incurred arising out of such deposit shall be borne by the Pledgor; and to be paid based on the order agreed in Article 8.6extent permitted by the PRC laws, until all Secured Debts are repaidthe Pledgor shall unconditionally donate such balance to the Pledgee or any person designated by the Pledgee. 8.5. The Pledgee shall be entitled to elect to exercise, simultaneously or successively, any of its breach of contract remedies; the Pledgee shall not be required to first exercise other breach of contract remedies prior to exercising its right to converse, auction or sell the Pledged Partnership Interest hereunder. 8.6. The Pledgee shall be entitled to designate in writing its legal counsel or other agents to exercise on its behalf the Pledge, and neither the Pledgor nor Party C shall object thereto. 8.7. When the Pledgee enforces disposes of the Pledge in accordance with this Agreement, the Pledgor and Party C shall not put up any obstacle and shall give provide necessary assistance so as to facilitate the Pledgee’s realization Pledgee for its exercise of the Pledge. 8.6. Proceeds obtained by the Pledgee from exercise of the Pledge shall be applied by the following order: firstly, paying all costs arising out of the disposal of the Pledged Equity and the exercise of its rights and powers by the Pledgee (including the remuneration paying to the attorneys and agents of the Pledgee); secondly, paying taxes payable due to disposal of the Pledged Equity; thirdly, repaying the Secured Debts to the Pledgee. In case of any balance upon netting of such payments, the Pledgee shall refund the balance to the Pledgor or other persons who are entitled to such balance according to relevant laws and regulations, or deposit the same to a notarization authority at the domicile of the Pledgee (and any costs so incurred shall be solely borne by the Pledgor). After the Pledged Equity is converted into money, auctioned or sold, if the proceeds so obtained are insufficient to repay all Secured Debts, the difference shall be paid by the Pledgor.

Exercise of the Pledge. 8.1. The Pledgor shall not waive, transfer or otherwise dispose the Pledged Equity without prior written consent of the Pledgee, prior to the full performance of the Contractual Obligations. 8.2. 8.1 The Pledgee shall give issue a written Notice of Default to the Pledgor when it intends to exercise exercises the Pledge. 8.3. 8.2 Subject to Article the provisions of Section 7.3, the Pledgee may exercise the right to enforce the Pledge when issuing at any time after the issuance of the Notice of Default in accordance with Article 7.3 Section 8.1. Once the Pledgee elects to enforce the Pledge, the Pledgor shall cease to be entitled to any rights or at any time thereafterinterests associated with the Equity Interest. 8.4. Upon issuing 8.3 After the Pledgee issues a Notice of Default under Article 7.3to the Pledgor in accordance with Section 8.1, the Pledgee may exercise all remedies for breach of contract any remedy measure under the applicable PRC laws laws, the Transaction Documents and hereunderthis Agreement, including without limitation, acquiring but not limited to being paid in priority with the Pledged Equity at discounted price, Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from the auction or sale of the Pledged Equity with the proceeds to Interest. The Pledgee shall not be paid based on the order agreed in Article 8.6, until all Secured Debts are repaidliable for any loss incurred by its duly exercise of such rights and powers. 8.5. When 8.4 The proceeds from the exercise of the Pledge by the Pledgee enforces shall be used to pay for taxes and expenses incurred as a result of disposing the Pledge Equity Interest and to perform Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in accordance preference to any other payment. After the payment of the aforementioned amounts, the remaining balance shall be returned to the Pledgor or any other person who have rights to such balance under applicable laws or be deposited to the local notary public office where the Pledgor resides, with this Agreementall expenses incurred being borne by the Pledgor. To the extent permitted under the applicable PRC laws, the Pledgor shall not put up unconditionally donate the aforementioned proceeds to the Pledgee or any obstacle and shall give necessary assistance so as to facilitate other person designated by the Pledgee’s realization of the Pledge. 8.6. Proceeds obtained by the Pledgee from exercise of the Pledge shall be applied by the following order: firstly, paying all costs arising out of the disposal of the Pledged Equity and the exercise of its rights and powers by the Pledgee (including the remuneration paying to the attorneys and agents of the Pledgee); secondly, paying taxes payable due to disposal of the Pledged Equity; thirdly, repaying the Secured Debts to the Pledgee. In case of any balance upon netting of such payments, the Pledgee shall refund the balance to the Pledgor or other persons who are entitled to such balance according to relevant laws and regulations, or deposit the same to a notarization authority at the domicile of the Pledgee (and any costs so incurred shall be solely borne by the Pledgor). After the Pledged Equity is converted into money, auctioned or sold, if the proceeds so obtained are insufficient to repay all Secured Debts, the difference shall be paid by the Pledgor.

Exercise of the Pledge. 8.1. The Pledgor shall not waive, transfer or otherwise dispose the Pledged Equity without prior written consent of the Pledgee, prior to the full performance of the Contractual Obligations. 8.2. 8.1 The Pledgee shall give issue a written Notice of Default to the Pledgor when it intends to exercise exercises the Pledge. 8.3. 8.2 Subject to Article 7.3, the Pledgee may exercise the right to enforce the Pledge when issuing at any time after the issuance of the Notice of Default in accordance with Article 7.3 8.1. The Pledgor shall cease to own any rights or at any time thereafterinterests related to the Pledged Equity Interest once the Pledgee decides to exercise the right to enforce the Pledge. 8.4. Upon issuing 8.3 After the Pledgee issues a Notice of Default under to the Pledgor in accordance with Article 7.38.1, the Pledgee may exercise all remedies for breach of contract any remedial measure under the applicable PRC laws laws, the Transaction Documents and hereunderthis Agreement, including without limitation, acquiring but not limited to being paid in priority with the Pledged Equity at discounted price, Interest based on the monetary valuation that such Pledged Equity Interest is converted into or from the proceeds from the auction or sale of the Pledged Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly exercise of such rights and powers. 8.4 The proceeds from the exercise of the Pledge by the Pledgee shall be used to pay for the taxes and expenses incurred as a result of disposing the Pledged Equity Interest and to perform the Contract Obligations and pay the Secured Debts to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance (if any) shall be returned to the Pledgor or any other person who have rights to such balance under relevant laws and regulations or be deposited to the local notary public office where the Pledgor resides, with all expenses incurred being borne by the Pledgor. To the extent permitted by the applicable PRC laws, the Pledgor shall unconditionally donate the aforementioned proceeds to the Pledgee or any other person designated by the Pledgee. 8.5 The Pledgee may exercise any remedy measure available to it simultaneously or in any order. The Pledgee may exercise the priority right in compensation based on the monetary valuation that such Pledged Equity Interest is converted into or with the proceeds from the auction or sale of the Pledged Equity Interest under this Agreement, without being required to be paid based on the order agreed in Article 8.6, until all Secured Debts are repaidexercise any other remedy measure first. 8.5. 8.6 The Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and the Pledgor or Party C shall not raise any objection to such exercise. 8.7 When the Pledgee enforces disposes of the Pledge in accordance with this Agreement, the Pledgor and Party C shall not put up any obstacle and shall give provide the necessary assistance so as to facilitate enable the Pledgee’s realization of Pledgee to enforce the Pledge. 8.6. Proceeds obtained by the Pledgee from exercise of the Pledge shall be applied by the following order: firstly, paying all costs arising out of the disposal of the Pledged Equity and the exercise of its rights and powers by the Pledgee (including the remuneration paying to the attorneys and agents of the Pledgee); secondly, paying taxes payable due to disposal of the Pledged Equity; thirdly, repaying the Secured Debts to the Pledgee. In case of any balance upon netting of such payments, the Pledgee shall refund the balance to the Pledgor or other persons who are entitled to such balance according to relevant laws and regulations, or deposit the same to a notarization authority at the domicile of the Pledgee (and any costs so incurred shall be solely borne by the Pledgor). After the Pledged Equity is converted into money, auctioned or sold, if the proceeds so obtained are insufficient to repay all Secured Debts, the difference shall be paid by the Pledgor.

Exercise of the Pledge. 8.1. The Pledgor shall not waive, transfer or otherwise dispose the Pledged Equity without prior written consent of the Pledgee, prior to the full performance of the Contractual Obligations. 8.2. The Pledgee shall give issue a written Notice of Default to the Pledgor when it intends to Pledgors for the exercise of the Pledge. 8.38.2. Subject to Article the provisions of Section 7.3, the Pledgee may exercise the its right to enforce dispose of the Pledge when issuing at any time after the issuance of the Notice of Default in accordance with Article 7.3 Section 8.1. Upon the Pledgee’s exercise of its right to dispose of the Pledge, the Pledgors shall no longer own any right and interest in respect of the Pledged Share of Property. 8.3. Upon the issuance of the Notice of Default in accordance with Section 8.1, the Pledgee is entitled to exercise all the remedies, rights and powers available to it under the PRC laws, the Transaction Documents and this Agreement, including without limitation to converse, auction or at sell the Pledged Share of Propertys for prior satisfaction of indebtedness. The Pledgee shall not be held liable for any time thereafterlosses arising from its reasonable exercise of such rights and powers. 8.4. Upon issuing a Notice of Default under Article 7.3, The proceeds received by the Pledgee may as a result of the exercise all remedies for breach of contract under the PRC laws Pledge shall be first applied towards payment of the taxes and hereunder, including without limitation, acquiring expenses payable in connection with the Pledged Equity at discounted price, or auction or sale disposal of the Pledged Equity Share of Property and the performance of the Contractual Obligations and the repayment of the Secured Indebtedness to the Pledgee. Any remaining balance after the deduction of the foregoing payments, if any, shall be returned to the Pledgors or any other person who is entitled to such balance under applicable laws and regulations, or be deposited with the proceeds notary public at the place where the Pledgee is located, any costs incurred arising out of such deposit shall be borne by the Pledgors; and to be paid based on the order agreed in Article 8.6extent permitted by the PRC laws, until all Secured Debts are repaidthe Pledgors shall unconditionally donate such balance to the Pledgee or any person designated by the Pledgee. 8.5. The Pledgee shall be entitled to elect to exercise, simultaneously or successively, any of its breach of contract remedies; the Pledgee shall not be required to first exercise other breach of contract remedies prior to exercising its right to converse, auction or sell the Pledged Share of Property hereunder. 8.6. The Pledgee shall be entitled to designate in writing its legal counsel or other agents to exercise on its behalf the Pledge, and neither the Pledgors nor Party C shall object thereto. 8.7. When the Pledgee enforces disposes of the Pledge in accordance with this Agreement, the Pledgor Pledgors and Party C shall not put up any obstacle and shall give provide necessary assistance so as to facilitate the Pledgee’s realization Pledgee for its exercise of the Pledge. 8.6. Proceeds obtained by the Pledgee from exercise of the Pledge shall be applied by the following order: firstly, paying all costs arising out of the disposal of the Pledged Equity and the exercise of its rights and powers by the Pledgee (including the remuneration paying to the attorneys and agents of the Pledgee); secondly, paying taxes payable due to disposal of the Pledged Equity; thirdly, repaying the Secured Debts to the Pledgee. In case of any balance upon netting of such payments, the Pledgee shall refund the balance to the Pledgor or other persons who are entitled to such balance according to relevant laws and regulations, or deposit the same to a notarization authority at the domicile of the Pledgee (and any costs so incurred shall be solely borne by the Pledgor). After the Pledged Equity is converted into money, auctioned or sold, if the proceeds so obtained are insufficient to repay all Secured Debts, the difference shall be paid by the Pledgor.

Exercise of the Pledge. 8.1. The Pledgor shall not waive, transfer or otherwise dispose the Pledged Equity without prior written consent of the Pledgee, prior to the full performance of the Contractual Obligations. 8.2. The 8.1 Pledgee shall give issue a written Notice of Default to the Pledgor Party B when it intends to exercise exercises the Pledge. 8.3. 8.2 Subject to Article the provisions of Section 7.3, the Pledgee may exercise the right to enforce the Pledge when issuing at any time after the issuance of the Notice of Default in accordance with Article 7.3 Section 8.1. Once Pledgee elects to enforce the Pledge, Party B (as a shareholder and beneficial owner of Party C) shall cease to be entitled to any rights or at any time thereafterinterests associated with the Equity Interest. 8.4. Upon issuing 8.3 After Pledgee issues a Notice of Default under Article 7.3to Pledgor in accordance with Section 8.1, the Pledgee may exercise all remedies for breach of contract any remedy measure under applicable PRC laws, the PRC laws Transaction Documents and hereunderthis Agreement, including without limitation, acquiring but not limited to being paid in priority with the Pledged Equity at discounted price, Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Pledged Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly exercise of such rights and powers. 8.4 The proceeds from exercise of the Pledge by Pledgee shall be used to pay for tax and expenses incurred as result of disposing the Equity Interest and to perform Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance shall be returned to Pledgor or any other person who have rights to such balance under applicable laws or be deposited to the local notary public office where Pledgor resides, with all expense incurred being borne by Pledgor. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee. 8.5 Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the proceeds to be paid Equity Interest based on the order agreed in Article 8.6monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest under this Agreement, until all Secured Debts are repaidwithout exercising any other remedy measure first. 8.5. 8.6 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and Pledgor or Party C shall not raise any objection to such exercise. 8.7 When the Pledgee enforces disposes of the Pledge in accordance with this Agreement, the Pledgor Party B and Party C shall not put up any obstacle and shall give provide necessary assistance so as to facilitate the Pledgee’s realization of the Pledge. 8.6. Proceeds obtained by the enable Pledgee from exercise of to enforce the Pledge shall be applied by the following order: firstly, paying all costs arising out of the disposal of the Pledged Equity and the exercise of its rights and powers by the Pledgee (including the remuneration paying to the attorneys and agents of the Pledgee); secondly, paying taxes payable due to disposal of the Pledged Equity; thirdly, repaying the Secured Debts to the Pledgee. In case of any balance upon netting of such payments, the Pledgee shall refund the balance to the Pledgor or other persons who are entitled to such balance according to relevant laws and regulations, or deposit the same to a notarization authority at the domicile of the Pledgee (and any costs so incurred shall be solely borne by the Pledgor). After the Pledged Equity is converted into money, auctioned or sold, if the proceeds so obtained are insufficient to repay all Secured Debts, the difference shall be paid by the Pledgorin accordance with this Agreement.

Exercise of the Pledge. 8.1. The Pledgor shall not waivegive up, transfer or otherwise dispose of the Pledged Equity Equities without prior the written consent of the Pledgee, prior to the full performance of Pledgee before the Contractual ObligationsObligations are fully performed. 8.2. The When exercising the Pledge, the Pledgee shall give send a written Notice of Default to the Pledgor when it intends to exercise the PledgePledgor. 8.3. Subject to the provisions of Article 7.3, the Pledgee may exercise the right to enforce dispose of the Pledge when at the same time as or at any time after issuing the Notice of Default in accordance with Article 7.3 or at any time thereafter7.3. 8.4. Upon issuing a Notice of Default under Article 7.3The Pledgee shall have the right to discount, the Pledgee may exercise all remedies for breach of contract under the PRC laws and hereunder, including without limitation, acquiring the Pledged Equity at discounted price, or auction or sale sell off all or part of the Pledged Equity with Equities hereunder according to legal procedures and obtain compensation from the proceeds to be paid based on the order agreed arising therefrom in Article 8.6, priority until all Secured Guaranteed Debts are repaidpaid off. 8.5. When the Pledgee enforces disposes of the Pledge in accordance with this Agreement, the Pledgor shall not put set up any obstacle obstacles and shall give provide necessary assistance so as to facilitate enable the Pledgee’s realization of the Pledgee to realize its Pledge. 8.6. Proceeds The money obtained by the Pledgee from exercise of the in exercising its Pledge shall be applied by dealt with in the following order: firstlyfirst, paying to pay all costs expenses arising out of from the disposal of the Pledged Equity Equities and the Pledgee’s exercise of its rights and powers by the Pledgee (including the remuneration paying to the attorneys remunerations of its lawyer and agents of the Pledgeeagents); secondlysecond, paying to pay taxes and fees payable due to disposal of Pledged Equities; third, to repay the Pledged Equity; thirdly, repaying the Secured Guaranteed Debts to the Pledgee. In case of If there is any balance upon netting of such paymentsafter deducting the above money, the Pledgee shall refund the return such balance to the Pledgor or other persons who are entitled have rights to such balance money according to relevant laws and regulations, regulations or deposit the same to a notarization authority at with the domicile notary office of the place where the Pledgee is located (and any costs so expenses incurred therefrom shall be solely borne by the Pledgor). After If after the Pledged Equity is converted into moneyEquities are discounted, auctioned or soldsold off, if the proceeds so obtained are insufficient money arising therefrom is not sufficient to repay all Secured pay off the Guaranteed Debts, the Pledgor shall pay off the difference shall be paid by between the PledgorGuaranteed Debts and such money.

Exercise of the Pledge. 8.1. The Pledgor shall not waive, transfer or otherwise dispose the Pledged Equity without prior written consent of the Pledgee, prior to the full performance of the Contractual Obligations.​ 8.2. 8.1 The Pledgee shall give issue a written Notice of Default to the Pledgor Pledgors when it intends to exercise exercises the Pledge. 8.3. 8.2 Subject to Article the provisions of Section 7.3, the Pledgee may exercise the right to enforce the Pledge when issuing at any time after the issuance of the Notice of Default in accordance with Article 7.3 or at any time thereafter.Section 8.1. ​ 8.4. Upon issuing 8.3 After the Pledgee issues a Notice of Default under Article 7.3to the Pledgors in accordance with Section 8.1, the Pledgee may exercise all remedies for breach of contract any remedy measure under the applicable PRC laws laws, the Transaction Documents and hereunderthis Agreement, including without limitation, acquiring but not limited to being paid in priority with the Pledged Equity at discounted price, Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from the auction or sale of the Pledged Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly exercise of such rights and powers. 8.4 The proceeds from the exercise of the Pledge by the Pledgee shall be used to pay for the taxes and expenses incurred as a result of disposing the Equity Interest and to perform the Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance shall be returned to the Pledgors or any other person who have rights to such balance under applicable laws or be deposited to the local notary public office where the Pledgors reside, with all expenses incurred being borne by the Pledgors. To the extent not prohibited by the applicable PRC laws, the Pledgors shall unconditionally donate the aforementioned proceeds to the Pledgee or any other person designated by the Pledgee in the manner permitted by the PRC laws. ​ 8.5 The Pledgee may exercise any remedy measure available to it simultaneously or in any order. The Pledgee may exercise the priority right in compensation based on the monetary valuation that such Equity Interest is converted into or with the proceeds from the auction or sale of the Equity Interest under this Agreement, without being required to be paid based exercise any other remedy measure first. ​ 8.6 The Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and the order agreed in Article 8.6, until all Secured Debts are repaid.Pledgors or the Company shall not raise any objection to such exercise. ​ 8.5. 8.7 When the Pledgee enforces disposes of the Pledge in accordance with this Agreement, the Pledgor Pledgors and the Company shall not put up any obstacle and shall give provide the necessary assistance so as to facilitate the Pledgee’s realization of the Pledge. 8.6. Proceeds obtained by enable the Pledgee from exercise of to enforce the Pledge shall be applied by the following order: firstly, paying all costs arising out of the disposal of the Pledged Equity and the exercise of its rights and powers by the Pledgee (including the remuneration paying to the attorneys and agents of the Pledgee); secondly, paying taxes payable due to disposal of the Pledged Equity; thirdly, repaying the Secured Debts to the Pledgeein accordance with this Agreement. In case of any balance upon netting of such payments, the Pledgee shall refund the balance to the Pledgor or other persons who are entitled to such balance according to relevant laws and regulations, or deposit the same to a notarization authority at the domicile of the Pledgee (and any costs so incurred shall be solely borne by the Pledgor). After the Pledged Equity is converted into money, auctioned or sold, if the proceeds so obtained are insufficient to repay all Secured Debts, the difference shall be paid by the Pledgor.​ ​ ​ ​

Exercise of the Pledge. 8.1. The 8.1 Prior to the fully performance of the Restructuring Agreements, without the Pledgee’s written consent, the Pledgor shall not waiveabandon, transfer or otherwise dispose the Pledged Equity without prior written consent of the Pledgee, prior to the full performance of the Contractual ObligationsEquity Interest in other ways. 8.2. 8.2 The Pledgee shall give issue a written Notice of Default to the Pledgor when it intends to exercise exercising the Pledge. 8.3. 8.3 Subject to the provisions of Article 7.3, the Pledgee may exercise the right to enforce the Pledge when issuing at any time after the issuance of the Notice of Default in accordance with Article 7.3 or at any time thereafterDefault. 8.4. Upon issuing a Notice of Default under Article 7.3, the 8.4 The Pledgee may exercise all remedies for breach be repaid in priority out of contract under the PRC laws and hereunderproceeds from the conversion, including without limitation, acquiring the Pledged Equity at discounted price, or auction or sale of the Pledged Equity Interest pledged hereunder in accordance with the proceeds to be paid based on the order agreed in Article 8.6, legal proceedings until satisfying all Secured Debts are repaidIndebtedness. 8.5. 8.5 When the Pledgee enforces disposes the Pledge in accordance with pledge according to this Agreement, the Pledgor shall not put up any obstacle set obstacles and shall give provide necessary assistance so as to facilitate enable the Pledgee’s realization of the PledgePledgee to enforce its pledge. 8.6. Proceeds 8.6 The proceeds obtained by the Pledgee from exercise of exercising the Pledge shall be applied by dealt with in the following order: firstlyFirst, paying pay all the costs arising out from the disposition of the disposal of the Pledged Equity Interest and the exercise of its the rights and powers by the Pledgee (including the remuneration paying to the attorneys of lawyers and agents of the Pledgeeagents); secondlySecond, paying pay the taxes and fees payable due to for the disposal of the Pledged EquityEquity Interest; thirdlyThird, repaying repay the Secured Debts Indebtedness to the Pledgee. In case of If there is any balance upon netting of such paymentsafter deducting the above amount, the Pledgee shall refund the return such balance to the Pledgor or to other persons who are entitled to have such balance according to right in accordance with relevant laws and regulations, regulations or deposit such balance to the same to a notarization authority at the domicile of notary office where the Pledgee is located (and any costs so incurred fee resulting therefrom shall be solely borne by the Pledgor). After The Pledgor shall pay the Pledged Equity is converted into moneyrest, after the conversion, auctioned or soldsale of Equity Interest, if provided that such proceeds is insufficient for satisfying the proceeds so obtained are insufficient to repay all Secured Debts, the difference shall be paid by the PledgorIndebtedness.

Exercise of the Pledge. 8.1. 8.1 The following events shall constitute exercise events (each an “Exercise Event”) under this Agreement (each Exercise Event shall be deemed to be “continuing” unless any Exercise Event has been remedied or waived): 8.1.1 Any representation, warranty or statement made by the Pledgor or the Company under this Agreement or any Principal Agreement is untrue, incomplete or inaccurate in any respect; or the Pledgor or the Company breaches or fails to perform any obligation or to comply with any covenant under this Agreement or any Principal Agreement; 8.1.2 One or more of the obligations of the Pledgor or the Company under this Agreement or any Principal Agreement is deemed to be invalid or illegal; 8.1.3 The Company ceases or is dissolved, or ordered to cease business, dissolve or become bankrupt; 8.1.4 The Pledgor shall not waiveand/or the Company get involved in any dispute, transfer litigation, arbitration, administrative proceedings or otherwise dispose any other legal proceedings or governmental inquiry, action or investigation which, in the Pledged Equity without prior written consent reasonable opinion of the Pledgee, prior has a material adverse effect on (i) the ability of the Pledgor to perform its obligations under this Agreement or any Principal Agreement, or (ii) the ability of the Company to perform its obligations under this Agreement or any Principal Agreement; 8.1.5 Any other circumstance under which the Pledged Equity Interest may be disposed of under applicable laws or regulations. 8.2 Upon the occurrence and during the continuance of an Exercise Event, the Pledgee shall be entitled to exercise, in accordance with valid PRC laws, all the rights of the secured parties (including without limitation under the Guaranty Law of the PRC and Property Rights Law of the PRC ), including without limitation: 8.2.1 Any general sale, auction or disposal of all or a part of the Pledged Equity Interest in one or more public or private exchanges whether for cash, in a credit transaction or by future delivery; or 8.2.2 Entering into an agreement with the Pledgor or designating other parties to enter into an agreement with the Pledgor for the purchase of the Pledged Equity Interest at a monetary value determined by referring to the full performance market price of the Contractual Obligations. 8.2Pledged Property. The Pledgee shall give a written Notice have the right to have priority in satisfaction of Default to the expenses specified in Article 3 of this Agreement from the proceeds of the aforesaid disposition of the Equity Interest. 8.3 The Pledge may be enforceable by the Pledgee under this Agreement without exercising any other security or rights, or adopting any other measures or procedures against the Pledgor when it intends to exercise and/or the PledgeCompany or any other persons, or exercising any other default remedy firstly. 8.3. Subject 8.4 Upon request of the Pledgee, the Pledgor and the Company shall take all lawful and appropriate actions to Article 7.3, ensure the Pledgee may exercise the right to enforce the Pledge when issuing the Notice of Default in accordance with Article 7.3 or at any time thereafter. 8.4Pledge. Upon issuing a Notice of Default under Article 7.3, the Pledgee may exercise all remedies for breach of contract under the PRC laws and hereunder, including without limitation, acquiring the Pledged Equity at discounted price, or auction or sale of the Pledged Equity In connection with the proceeds to be paid based on the order agreed in Article 8.6, until all Secured Debts are repaid. 8.5. When the Pledgee enforces the Pledge in accordance with this Agreementforegoing, the Pledgor and the Company shall not put up any obstacle execute all documents and shall give necessary assistance so materials and take all measures and actions, as to facilitate may be reasonably requested by the Pledgee’s realization of the Pledge. 8.6. Proceeds obtained by the Pledgee from exercise of the Pledge shall be applied by the following order: firstly, paying all costs arising out of the disposal of the Pledged Equity and the exercise of its rights and powers by the Pledgee (including the remuneration paying to the attorneys and agents of the Pledgee); secondly, paying taxes payable due to disposal of the Pledged Equity; thirdly, repaying the Secured Debts to the Pledgee. In case of any balance upon netting of such payments, the Pledgee shall refund the balance to the Pledgor or other persons who are entitled to such balance according to relevant laws and regulations, or deposit the same to a notarization authority at the domicile of the Pledgee (and any costs so incurred shall be solely borne by the Pledgor). After the Pledged Equity is converted into money, auctioned or sold, if the proceeds so obtained are insufficient to repay all Secured Debts, the difference shall be paid by the Pledgor.

Exercise of the Pledge. 8.1. 8.1 The Pledgor shall not waive, transfer or otherwise dispose Parties hereby agree that in the Pledged Equity without prior written consent Event of the Pledgee, prior to the full performance of the Contractual Obligations. 8.2. The Pledgee shall give a written Notice of Default to the Pledgor when it intends to exercise the Pledge. 8.3. Subject to Article 7.3Default, the Pledgee may exercise shall have the right to enforce the Pledge when issuing the Notice of Default in accordance with Article 7.3 or at any time thereafter. 8.4. Upon issuing a Notice of Default under Article 7.3, the Pledgee may exercise all remedies the rights and authorities of remedy for breach of contract enjoyed under the PRC laws laws, Transaction Agreements and hereunderthis Agreement, including without limitation, acquiring the Pledged Equity at discounted price, or (but not limited to) auction or sale of the Pledged Equity with the proceeds Interests and to be paid compensated in priority from what it gains after giving written notice to the Pledgors. The Pledgee is not responsible for any loss caused by its lawful and reasonable exercise of such rights and authorities. 8.2 Before the full payment of the consultation service fees and other fees under the Transaction Agreements has been made, the Pledgors shall not transfer the Pledge or the equity interest held in the Company without the Pledgee’s written consent. 8.3 For reasonable expenses incurred when the Pledgee exercises any or all of the above-mentioned rights and authorities, the Pledgee shall have the right to deduct such expenses from the funds obtained from the exercise of its rights and authorities, based on the order agreed in Article 8.6, until all Secured Debts are repaidactual situation. 8.5. 8.4 The fund obtained from the exercise of the Pledgee of its rights and authorities shall be processed in the following order: Firstly, to pay for all expenses (including paying the emoluments of its attorneys and agents) arising from the disposal of the Pledged Interests and the exercise of the Pledgee of its rights and authorities; Secondly, to pay payable taxes arising from the disposal of the Pledged Interests; Thirdly, repay the Secured Indebtedness to the Pledgee; The remaining fund after the deduction of the aforesaid items shall be returned by the Pledgee to the Pledgors or other person who enjoyed the right to the fund under relevant laws and regulations, or be deposited to the local notary office of the location of the Pledgee (any cost generated arising from such deposit shall be undertaken by the Pledgee). 8.5 When the Pledgee enforces disposes the Pledge in accordance with this Agreement, the Pledgor Pledgors and the Company shall not put up any obstacle and shall give provide necessary assistance so as to facilitate enable the Pledgee’s realization Pledgee to realize its Pledge. 8.6 The Pledgee shall be entitled to choose to, simultaneously or successively, exercise any of the remedies it enjoys for breach of contract. The Pledgee is not required to exercise any other remedy for breach of contract before exercising the right to auction or sell the Pledged Interests under this Agreement. The Pledgors or the Company does not have the right to challenge the Pledgee whether to exercise part of the Pledge or the sequential order of the exercise of the Pledge. 8.6. Proceeds obtained by the Pledgee from exercise of the Pledge shall be applied by the following order: firstly, paying all costs arising out of the disposal of the Pledged Equity and the exercise of its rights and powers by the Pledgee (including the remuneration paying to the attorneys and agents of the Pledgee); secondly, paying taxes payable due to disposal of the Pledged Equity; thirdly, repaying the Secured Debts to the Pledgee. In case of any balance upon netting of such payments, the Pledgee shall refund the balance to the Pledgor or other persons who are entitled to such balance according to relevant laws and regulations, or deposit the same to a notarization authority at the domicile of the Pledgee (and any costs so incurred shall be solely borne by the Pledgor). After the Pledged Equity is converted into money, auctioned or sold, if the proceeds so obtained are insufficient to repay all Secured Debts, the difference shall be paid by the Pledgor.

Exercise of the Pledge. 8.1. The Pledgor shall not waive, transfer or otherwise dispose the Pledged Equity without prior written consent of the Pledgee, prior to the full performance of the Contractual Obligations. 8.2. 8.1 The Pledgee shall give issue a written Notice of Default to the Pledgor when it intends to exercise exercises the Pledge. 8.3. 8.2 Subject to Article 7.3, the provisions of Section 7.3 the Pledgee may exercise the right to enforce the Pledge when issuing at any time after the issuance of the Notice of Default in accordance with Article 7.3 or at any time thereafterSection 8.1. 8.4. Upon issuing 8.3 After the Pledgee issues a Notice of Default under Article 7.3to the Pledgor in accordance with Section 8.1, the Pledgee may exercise all remedies for breach of contract any remedy measure under the applicable PRC laws laws, the Transaction Documents and hereunderthis Agreement, including without limitation, acquiring but not limited to being paid in priority with the Pledged Equity at discounted price, Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from the auction or sale of the Pledged Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly exercise of such rights and powers. 8.4 The proceeds from the exercise of the Pledge by the Pledgee shall be used to pay for the taxes and expenses incurred as a result of disposing the Equity Interest and to perform the Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance shall be returned to the Pledgor or any other person who has rights to such balance under applicable laws or be deposited to the local notary public office where the Pledgor resides, with all expenses incurred being borne by the Pledgor. To the extent not prohibited by the applicable PRC laws, the Pledgor shall unconditionally donate the aforementioned proceeds to the Pledgee or any other person designated by the Pledgee in the manner permitted by the PRC laws. 8.5 The Pledgee may exercise any remedy measure available to it simultaneously or in any order. The Pledgee may exercise the priority right in compensation based on the monetary valuation that such Equity Interest is converted into or with the proceeds from the auction or sale of the Equity Interest under this Agreement, without being required to be paid based on the order agreed in Article 8.6, until all Secured Debts are repaidexercise any other remedy measure first. 8.5. 8.6 The Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf and the Pledgor or Party C shall not raise any objection to such exercise. 8.7 When the Pledgee enforces disposes of the Pledge in accordance with this Agreement, the Pledgor and Party C shall not put up any obstacle and shall give provide the necessary assistance so as to facilitate the Pledgee’s realization of the Pledge. 8.6. Proceeds obtained by enable the Pledgee from exercise of to enforce the Pledge shall be applied by the following order: firstly, paying all costs arising out of the disposal of the Pledged Equity and the exercise of its rights and powers by the Pledgee (including the remuneration paying to the attorneys and agents of the Pledgee); secondly, paying taxes payable due to disposal of the Pledged Equity; thirdly, repaying the Secured Debts to the Pledgee. In case of any balance upon netting of such payments, the Pledgee shall refund the balance to the Pledgor or other persons who are entitled to such balance according to relevant laws and regulations, or deposit the same to a notarization authority at the domicile of the Pledgee (and any costs so incurred shall be solely borne by the Pledgor). After the Pledged Equity is converted into money, auctioned or sold, if the proceeds so obtained are insufficient to repay all Secured Debts, the difference shall be paid by the Pledgorin accordance with this Agreement.

Exercise of the Pledge. 8.1. The Pledgor shall not waive, transfer or otherwise dispose the Pledged Equity without prior written consent of the Pledgee, prior to the full performance of the Contractual Obligations. 8.2. 8.1 The Pledgee shall give issue a written Notice of Default to the Pledgor when it intends to exercise exercises the Pledge. 8.3. 8.2 Subject to Article 7.3, the provisions of Section 7.3the Pledgee may exercise the right to enforce the Pledge when issuing at any time after the issuance of the Notice of Default in accordance with Article 7.3 or at any time thereafterSection 8.1. 8.4. Upon issuing 8.3 After the Pledgee issues a Notice of Default under Article 7.3to the Pledgor in accordance with Section 8.1, the Pledgee may exercise all remedies for breach of contract any remedy measure under the applicable PRC laws laws, the Transaction Documents and hereunderthis Agreement, including without limitation, acquiring but not limited to being paid in priority with the Pledged Equity at discounted price, Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from the auction or sale of the Pledged Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly exercise of such rights and powers. 8.4 The proceeds from the exercise of the Pledge by the Pledgee shall be used to pay for the taxes and expenses incurred as a result of disposing the Equity Interest and to perform the Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance shall be returned to the Pledgor or any other person who has rights to such balance under applicable laws or be deposited to the local notary public office where the Pledgor resides, with all expenses incurred being borne by the Pledgor. To the extent not prohibited by the applicable PRC laws, the Pledgor shall unconditionally donate the aforementioned proceeds to the Pledgee or any other person designated by the Pledgee in the manner permitted by the PRC laws. 8.5 The Pledgee may exercise any remedy measure available to it simultaneously or in any order. The Pledgee may exercise the priority right in compensation based on the monetary valuation that such Equity Interest is converted into or with the proceeds from the auction or sale of the Equity Interest under this Agreement, without being required to be paid based on the order agreed in Article 8.6, until all Secured Debts are repaidexercise any other remedy measure first. 8.5. 8.6 The Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf and the Pledgor or Party C shall not raise any objection to such exercise. 8.7 When the Pledgee enforces disposes of the Pledge in accordance with this Agreement, the Pledgor and Party C shall not put up any obstacle and shall give provide the necessary assistance so as to facilitate the Pledgee’s realization of the Pledge. 8.6. Proceeds obtained by enable the Pledgee from exercise of to enforce the Pledge shall be applied by the following order: firstly, paying all costs arising out of the disposal of the Pledged Equity and the exercise of its rights and powers by the Pledgee (including the remuneration paying to the attorneys and agents of the Pledgee); secondly, paying taxes payable due to disposal of the Pledged Equity; thirdly, repaying the Secured Debts to the Pledgee. In case of any balance upon netting of such payments, the Pledgee shall refund the balance to the Pledgor or other persons who are entitled to such balance according to relevant laws and regulations, or deposit the same to a notarization authority at the domicile of the Pledgee (and any costs so incurred shall be solely borne by the Pledgor). After the Pledged Equity is converted into money, auctioned or sold, if the proceeds so obtained are insufficient to repay all Secured Debts, the difference shall be paid by the Pledgorin accordance with this Agreement.

Exercise of the Pledge. 8.1. The Pledgor shall not waive, transfer or otherwise dispose the Pledged Equity without prior written consent of the Pledgee, prior to the full performance of the Contractual Obligations. 8.2. 8.1 The Pledgee shall give issue a written Notice notice of Default default to the Pledgor when it intends at the time of exercising the Pledge. 8.2 Subject to Article 7.3 hereof, the Pledgor may exercise the Pledge at any time after delivery of the notice of default as set forth in Article 8. 1. When the Pledge decides to exercise the Pledge, the Pledgor shall no longer have any rights or interests in respect of the Pledged Equity. 8.3. Subject to 8.3 After the delivery of the default notice as set forth in Article 7.38.1, the Pledgee may exercise shall have the right to enforce the Pledge when issuing the Notice of Default in accordance with Article 7.3 or at any time thereafter. 8.4. Upon issuing a Notice of Default under Article 7.3, the Pledgee may exercise all the remedies for breach of contract agreement to which it may be entitled under the PRC laws laws, the Transaction Documents and hereunderthis Agreement, including without limitationbut not limited to being compensated on a preferential basis with the proceeds from the conversion, acquiring the Pledged Equity at discounted price, or auction or sale of the Pledged Equity with the proceeds to be paid based on the order agreed in Article 8.6, until all Secured Debts are repaid. 8.5Equity. When the The Pledgee enforces the Pledge in accordance with this Agreement, the Pledgor shall not put up be liable for any obstacle losses arising from its reasonable exercise of such rights and shall give necessary assistance so as to facilitate powers 8.4 The proceeds from the Pledgee’s realization of the Pledge. 8.6. Proceeds obtained by the Pledgee from exercise of the Pledge shall be applied by first used to pay the following order: firstly, paying all costs arising out taxes and expenses which become payable as a result of the disposal of the Pledged Equity and the exercise of its rights and powers by the Pledgee (including the remuneration paying to the attorneys and agents of the Pledgee); secondly, paying taxes payable due to disposal disposition of the Pledged Equity; thirdly, repaying to perform the Secured Debts Contractual Obligations to the Pledgee, and to repay the Secured Debts. In case If there is any remaining amount after payment of any balance upon netting of such paymentsthe foresaid sums, the Pledgee shall refund the balance return such remaining amount to the Pledgor or any other persons person who are is entitled to such balance according to relevant remaining amount under applicable laws and regulations, or deposit the same to a notarization authority with the notary public at the domicile of place where the Pledgee (Pledgor is located, and any costs so incurred the Pledgor shall be solely borne liable for any costs and expenses that may arise therefrom. To the extent permitted by the Pledgor). After the Pledged Equity is converted into money, auctioned or sold, if the proceeds so obtained are insufficient to repay all Secured DebtsPRC laws, the difference Pledgor shall be paid by unconditionally donate such remaining sum to the PledgorPledgee or its designated person.

Exercise of the Pledge. 8.1. The Pledgor shall not waive, transfer or otherwise dispose the Pledged Equity without prior written consent of the Pledgee, prior to the full performance of the Contractual Obligations. 8.2. 8.1 The Pledgee shall give issue a written Notice of Default to the Pledgor when it intends to exercise exercises the Pledge. 8.3. 8.2 Subject to Article 7.3, the Pledgee may exercise the right to enforce the Pledge when issuing at any time after the issuance of the Notice of Default in accordance with Article 7.3 8.1. The Pledgor shall cease to own any rights or at any time thereafterinterests related to the Pledged Equity Interest once the Pledgee decides to exercise the right to enforce the Pledge. 8.4. Upon issuing 8.3 After the Pledgee issues a Notice of Default under to the Pledgor in accordance with Article 7.38.1, the Pledgee may exercise all remedies for breach of contract any remedial measure under the applicable PRC laws laws, the Transaction Documents and hereunderthis Agreement, including without limitation, acquiring but not limited to being paid in priority with the Pledged Equity at discounted price, Interest based on the monetary valuation that such Pledged Equity Interest is converted into or from the proceeds from the auction or sale of the Pledged Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly exercise of such rights and powers. 8.4 The proceeds from the exercise of the Pledge by the Pledgee shall be used to pay for the taxes and expenses incurred as a result of disposing the Pledged Equity Interest and to perform the Contract Obligations and pay the Secured Debts to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance (if any) shall be returned to the Pledgor or any other persons who have rights to such balance under relevant laws and regulations or be deposited to the local notary public office where the Pledgor resides, with all expenses incurred being borne by the Pledgor. To the extent permitted by the applicable PRC laws, the Pledgor shall unconditionally donate the aforementioned proceeds to the Pledgee or any other person designated by the Pledgee. 8.5 The Pledgee may exercise any remedy measure available to it simultaneously or in any order. The Pledgee may exercise the priority right in compensation based on the monetary valuation that such Pledged Equity Interest is converted into or with the proceeds from the auction or sale of the Pledged Equity Interest under this Agreement, without being required to be paid based on the order agreed in Article 8.6, until all Secured Debts are repaidexercise any other remedy measure first. 8.5. 8.6 The Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and the Pledgor or Party C shall not raise any objection to such exercise. 8.7 When the Pledgee enforces disposes of the Pledge in accordance with this Agreement, the Pledgor and Party C shall not put up any obstacle and shall give provide the necessary assistance so as to facilitate enable the Pledgee’s realization of Pledgee to enforce the Pledge. 8.6. Proceeds obtained by the Pledgee from exercise of the Pledge shall be applied by the following order: firstly, paying all costs arising out of the disposal of the Pledged Equity and the exercise of its rights and powers by the Pledgee (including the remuneration paying to the attorneys and agents of the Pledgee); secondly, paying taxes payable due to disposal of the Pledged Equity; thirdly, repaying the Secured Debts to the Pledgee. In case of any balance upon netting of such payments, the Pledgee shall refund the balance to the Pledgor or other persons who are entitled to such balance according to relevant laws and regulations, or deposit the same to a notarization authority at the domicile of the Pledgee (and any costs so incurred shall be solely borne by the Pledgor). After the Pledged Equity is converted into money, auctioned or sold, if the proceeds so obtained are insufficient to repay all Secured Debts, the difference shall be paid by the Pledgor.

Exercise of the Pledge. 8.1. 8.1 The following events shall constitute exercise events (each an “Exercise Event”) under this Agreement (each Exercise Event shall be deemed to be “continuing” unless any Exercise Event has been remedied or waived): 8.1.1 Any representation, warranty or statement made by the Pledgor or the Company under this Agreement or any Principal Agreement is untrue, incomplete or inaccurate in any respect; or the Pledgor or the Company breaches or fails to perform any obligation or to comply with any covenant under this Agreement or any Principal Agreement; 8.1.2 One or more of the obligations of the Pledgor or the Company under this Agreement or any Principal Agreement is deemed to be invalid or illegal; 8.1.3 The Company ceases or is dissolved, or ordered to cease business, dissolve or become bankrupt; 8.1.4 The Pledgor shall not waiveand/or the Company get involved in any dispute, transfer litigation, arbitration, administrative proceedings or otherwise dispose any other legal proceedings or governmental inquiry, action or investigation which, in the Pledged Equity without prior written consent reasonable opinion of the Pledgee, prior has a material adverse effect on (i) the ability of the Pledgor to perform its obligations under this Agreement or any Principal Agreement, or (ii) the ability of the Company to perform its obligations under this Agreement or any Principal Agreement; ​ 8.1.5 Any other circumstance under which the Pledged Equity Interest may be disposed of under applicable laws or regulations. 8.2 Upon the occurrence and during the continuance of an Exercise Event, the Pledgee shall be entitled to exercise, in accordance with valid PRC laws, all the rights of the secured parties (including without limitation under the Civil Code of the PRC), including without limitation: 8.2.1 Any general sale, auction or disposal of all or a part of the Pledged Equity Interest in one or more public or private exchanges whether for cash, in a credit transaction or by future delivery; or 8.2.2 Entering into an agreement with the Pledgor or designating other parties to enter into an agreement with the Pledgor for the purchase of the Pledged Equity Interest at a monetary value determined by referring to the full performance market price of the Contractual Obligations. 8.2Pledged Property. The Pledgee shall give a written Notice have the right to have priority in satisfaction of Default to the expenses specified in Article 3 of this Agreement from the proceeds of the aforesaid disposition of the Equity Interest. 8.3 The Pledge may be enforceable by the Pledgee under this Agreement without exercising any other security or rights, or adopting any other measures or procedures against the Pledgor when it intends to exercise and/or the PledgeCompany or any other persons, or exercising any other default remedy firstly. 8.3. Subject 8.4 Upon request of the Pledgee, the Pledgor and the Company shall take all lawful and appropriate actions to Article 7.3, ensure the Pledgee may exercise the right to enforce the Pledge when issuing the Notice of Default in accordance with Article 7.3 or at any time thereafter. 8.4Pledge. Upon issuing a Notice of Default under Article 7.3, the Pledgee may exercise all remedies for breach of contract under the PRC laws and hereunder, including without limitation, acquiring the Pledged Equity at discounted price, or auction or sale of the Pledged Equity In connection with the proceeds to be paid based on the order agreed in Article 8.6, until all Secured Debts are repaid. 8.5. When the Pledgee enforces the Pledge in accordance with this Agreementforegoing, the Pledgor and the Company shall not put up any obstacle execute all documents and shall give necessary assistance so materials and take all measures and actions, as to facilitate may be reasonably requested by the Pledgee’s realization of the Pledge. 8.6. Proceeds obtained by the Pledgee from exercise of the Pledge shall be applied by the following order: firstly, paying all costs arising out of the disposal of the Pledged Equity and the exercise of its rights and powers by the Pledgee (including the remuneration paying to the attorneys and agents of the Pledgee); secondly, paying taxes payable due to disposal of the Pledged Equity; thirdly, repaying the Secured Debts to the Pledgee. In case of any balance upon netting of such payments, the Pledgee shall refund the balance to the Pledgor or other persons who are entitled to such balance according to relevant laws and regulations, or deposit the same to a notarization authority at the domicile of the Pledgee (and any costs so incurred shall be solely borne by the Pledgor). After the Pledged Equity is converted into money, auctioned or sold, if the proceeds so obtained are insufficient to repay all Secured Debts, the difference shall be paid by the Pledgor.

Exercise of the Pledge. 8.1. The Pledgor shall not waivegive up, transfer or otherwise dispose of the Pledged Equity Equities without prior the written consent of the Pledgee, prior to the full performance of Pledgee before the Contractual ObligationsObligations are fully performed. 8.2. The When exercising the Pledge, the Pledgee shall give send a written Notice of Default to the Pledgor when it intends to exercise the PledgePledgors. 8.3. Subject to the provisions of Article 7.3, the Pledgee may exercise the right to enforce dispose of the Pledge when at the same time as or at any time after issuing the Notice of Default in accordance with Article 7.3 or at any time thereafter7.3. 8.4. Upon issuing a Notice of Default under Article 7.3The Pledgee shall have the right to discount, the Pledgee may exercise all remedies for breach of contract under the PRC laws and hereunder, including without limitation, acquiring the Pledged Equity at discounted price, or auction or sale sell off all or part of the Pledged Equity with Equities hereunder according to legal procedures and obtain compensation from the proceeds to be paid based on the order agreed arising therefrom in Article 8.6, priority until all Secured Guaranteed Debts are repaidpaid off. 8.5. When the Pledgee enforces disposes of the Pledge in accordance with this Agreement, the Pledgor Pledgors shall not put set up any obstacle obstacles and shall give provide necessary assistance so as to facilitate enable the Pledgee’s realization of the Pledgee to realize its Pledge. 8.6. Proceeds The money obtained by the Pledgee from exercise of the in exercising its Pledge shall be applied by dealt with in the following order: firstlyfirst, paying to pay all costs expenses arising out of from the disposal of the Pledged Equity Equities and the Pledgee’s exercise of its rights and powers by the Pledgee (including the remuneration paying to the attorneys remunerations of its lawyer and agents of the Pledgeeagents); secondlysecond, paying to pay taxes and fees payable due to disposal of Pledged Equities; third, to repay the Pledged Equity; thirdly, repaying the Secured Guaranteed Debts to the Pledgee. In case of If there is any balance upon netting of such paymentsafter deducting the above money, the Pledgee shall refund the return such balance to the Pledgor Pledgors or other persons who are entitled have rights to such balance money according to relevant laws and regulations, regulations or deposit the same to a notarization authority at with the domicile notary office of the place where the Pledgee is located (and any costs so expenses incurred therefrom shall be solely borne by the PledgorPledgors). After If after the Pledged Equity is converted into moneyEquities are discounted, auctioned or soldsold off, if the proceeds so obtained are insufficient money arising therefrom is not sufficient to repay all Secured pay off the Guaranteed Debts, the Pledgors shall pay off the difference shall be paid by between the PledgorGuaranteed Debts and such money.

Exercise of the Pledge. 8.1. The Pledgor shall not waive, transfer or otherwise dispose the Pledged Equity without prior written consent of the Pledgee, prior to the full performance of the Contractual Obligations. 8.2. The Pledgee shall give issue a written Notice of Default to the Pledgor when it intends to Pledgors for the exercise of the Pledge. 8.38.2. Subject to Article the provisions of Section 7.3, the Pledgee may exercise the its right to enforce dispose of the Pledge when issuing at any time after the issuance of the Notice of Default in accordance with Article 7.3 Section 8.1. Upon the Pledgee’s exercise of its right to dispose of the Pledge, the Pledgors shall no longer own any right and interest in respect of the Pledged Share of Property. 8.3. Upon the issuance of the Notice of Default in accordance with Section 8.1, the Pledgee is entitled to exercise all the remedies, rights and powers available to it under the PRC laws, the Transaction Documents and this Agreement, including without limitation to converse, auction or at sell the Pledged Share of Property for prior satisfaction of indebtedness. The Pledgee shall not be held liable for any time thereafterlosses arising from its reasonable exercise of such rights and powers. 8.4. Upon issuing a Notice of Default under Article 7.3, The proceeds received by the Pledgee may as a result of the exercise all remedies for breach of contract under the PRC laws Pledge shall be first applied towards payment of the taxes and hereunder, including without limitation, acquiring expenses payable in connection with the Pledged Equity at discounted price, or auction or sale disposal of the Pledged Equity Share of Property and the performance of the Contractual Obligations and the repayment of the Secured Indebtedness to the Pledgee. Any remaining balance after the deduction of the foregoing payments, if any, shall be returned to the Pledgors or any other person who is entitled to such balance under applicable laws and regulations, or be deposited with the proceeds notary public at the place where the Pledgee is located, any costs incurred arising out of such deposit shall be borne by the Pledgors; and to be paid based on the order agreed in Article 8.6extent permitted by the PRC laws, until all Secured Debts are repaidthe Pledgors shall unconditionally donate such balance to the Pledgee or any person designated by the Pledgee. 8.5. The Pledgee shall be entitled to elect to exercise, simultaneously or successively, any of its breach of contract remedies; the Pledgee shall not be required to first exercise other breach of contract remedies prior to exercising its right to converse, auction or sell the Pledged Share of Property hereunder. 8.6. The Pledgee shall be entitled to designate in writing its legal counsel or other agents to exercise on its behalf the Pledge, and neither the Pledgors nor Party C shall object thereto. 8.7. When the Pledgee enforces disposes of the Pledge in accordance with this Agreement, the Pledgor Pledgors and Party C shall not put up any obstacle and shall give provide necessary assistance so as to facilitate the Pledgee’s realization Pledgee for its exercise of the Pledge. 8.6. Proceeds obtained by the Pledgee from exercise of the Pledge shall be applied by the following order: firstly, paying all costs arising out of the disposal of the Pledged Equity and the exercise of its rights and powers by the Pledgee (including the remuneration paying to the attorneys and agents of the Pledgee); secondly, paying taxes payable due to disposal of the Pledged Equity; thirdly, repaying the Secured Debts to the Pledgee. In case of any balance upon netting of such payments, the Pledgee shall refund the balance to the Pledgor or other persons who are entitled to such balance according to relevant laws and regulations, or deposit the same to a notarization authority at the domicile of the Pledgee (and any costs so incurred shall be solely borne by the Pledgor). After the Pledged Equity is converted into money, auctioned or sold, if the proceeds so obtained are insufficient to repay all Secured Debts, the difference shall be paid by the Pledgor.

Exercise of the Pledge. 8.1. The Pledgor shall not waive, transfer or otherwise dispose the Pledged Equity without prior written consent of the Pledgee, prior to the full performance of the Contractual Obligations. 8.29.1. The Pledgee shall give issue a written Notice of Default to the Pledgor when it intends to Pledgors for the exercise of the Pledge. 8.39.2. Subject to Article 7.3the provisions of Section 8.3, the Pledgee may exercise the its right to enforce dispose of the Pledge when issuing at any time after the issuance of the Notice of Default in accordance with Article 7.3 or at any time thereafterSection 9. 8.41. Upon issuing a the Pledgee’s exercise of its right to dispose of the Pledge, the Pledgors shall no longer own any right and interest in respect of the Pledged Equity Interest. 9.3. Upon the issuance of the Notice of Default under Article 7.3in accordance with Section 9.1, the Pledgee may is entitled to exercise all remedies for breach of contract the remedies, rights and powers available to it under the PRC laws and hereunderthis Agreement, including without limitationlimitation to converse, acquiring auction or sell the Pledged Equity at discounted price, or auction or sale Interest for prior satisfaction of indebtedness. The Pledgee shall not be held liable for any losses arising from its reasonable exercise of such rights and powers. 9.4. The proceeds received by the Pledgee as a result of the exercise of the Pledge shall be first applied towards payment of the taxes and expenses payable in connection with the disposal of the Pledged Equity Interest and the performance of the Contractual Obligations and the repayment of the Secured Indebtedness to the Pledgee. Any remaining balance after the deduction of the foregoing payments, if any, shall be returned to the Pledgors or any other person who is entitled to such balance under applicable laws and regulations, or be deposited with the proceeds notary public at the place where the Pledgee is located, any costs incurred arising out of such deposit shall be borne by the Pledgors.. 9.5. The Pledgee shall be entitled to elect to exercise, simultaneously or successively, any of its breach of contract remedies; the Pledgee shall not be paid based on required to first exercise other breach of contract remedies prior to exercising its right to converse, auction or sell the order agreed in Article 8.6, until all Secured Debts are repaidPledged Equity Interest hereunder. 8.59.6. The Pledgee shall be entitled to designate in writing its legal counsel or other agents to exercise on its behalf the Pledge, and neither the Pledgors nor the Target Company shall object thereto. 9.7. When the Pledgee enforces disposes of the Pledge in accordance with this Agreement, the Pledgor Pledgors and the Target Company shall not put up any obstacle and shall give provide necessary assistance so as to facilitate the Pledgee’s realization Pledgee for its exercise of the Pledge. 8.6. Proceeds obtained by the Pledgee from exercise of the Pledge shall be applied by the following order: firstly, paying all costs arising out of the disposal of the Pledged Equity and the exercise of its rights and powers by the Pledgee (including the remuneration paying to the attorneys and agents of the Pledgee); secondly, paying taxes payable due to disposal of the Pledged Equity; thirdly, repaying the Secured Debts to the Pledgee. In case of any balance upon netting of such payments, the Pledgee shall refund the balance to the Pledgor or other persons who are entitled to such balance according to relevant laws and regulations, or deposit the same to a notarization authority at the domicile of the Pledgee (and any costs so incurred shall be solely borne by the Pledgor). After the Pledged Equity is converted into money, auctioned or sold, if the proceeds so obtained are insufficient to repay all Secured Debts, the difference shall be paid by the Pledgor.

Exercise of the Pledge. 8.1. The Pledgor shall not waive, transfer or otherwise dispose the Pledged Equity without prior written consent of the Pledgee, prior to the full performance of the Contractual Obligations. 8.2. The Pledgee shall give issue a written Notice of Default to the Pledgor when it intends to for the exercise of the Pledge. 8.38.2. Subject to Article the provisions of Section 7.3, the Pledgee may exercise the its right to enforce dispose of the Pledge when issuing at any time after the issuance of the Notice of Default in accordance with Article 7.3 Section 8.1. Upon the Pledgee’s exercise of its right to dispose of the Pledge, the Pledgor shall no longer own any right and interest in respect of the Pledged Equity Interest. 8.3. Upon the issuance of the Notice of Default in accordance with Section 8.1, the Pledgee is entitled to exercise all the remedies, rights and powers available to it under the PRC laws, the Transaction Documents and this Agreement, including without limitation to converse, auction or at sell the Pledged Equity Interest for prior satisfaction of indebtedness. The Pledgee shall not be held liable for any time thereafterlosses arising from its reasonable exercise of such rights and powers. 8.4. Upon issuing a Notice of Default under Article 7.3, The proceeds received by the Pledgee may as a result of the exercise all remedies for breach of contract under the PRC laws Pledge shall be first applied towards payment of the taxes and hereunder, including without limitation, acquiring expenses payable in connection with the Pledged Equity at discounted price, or auction or sale disposal of the Pledged Equity Interest and the performance of the Contractual Obligations and the repayment of the Secured Indebtedness to the Pledgee. Any remaining balance after the deduction of the foregoing payments, if any, shall be returned to the Pledgor or any other person who is entitled to such balance under applicable laws and regulations, or be deposited with the proceeds notary public at the place where the Pledgee is located, any costs incurred arising out of such deposit shall be borne by the Pledgor; and to be paid based on the order agreed in Article 8.6extent permitted by the PRC laws, until all Secured Debts are repaidthe Pledgor shall unconditionally donate such balance to the Pledgee or any person designated by the Pledgee. 8.5. The Pledgee shall be entitled to elect to exercise, simultaneously or successively, any of its breach of contract remedies; the Pledgee shall not be required to first exercise other breach of contract remedies prior to exercising its right to converse, auction or sell the Pledged Equity Interest hereunder. 8.6. The Pledgee shall be entitled to designate in writing its legal counsel or other agents to exercise on its behalf the Pledge, and neither the Pledgor nor Party C shall object thereto. 8.7. When the Pledgee enforces disposes of the Pledge in accordance with this Agreement, the Pledgor and Party C shall not put up any obstacle and shall give provide necessary assistance so as to facilitate the Pledgee’s realization Pledgee for its exercise of the Pledge. 8.6. Proceeds obtained by the Pledgee from exercise of the Pledge shall be applied by the following order: firstly, paying all costs arising out of the disposal of the Pledged Equity and the exercise of its rights and powers by the Pledgee (including the remuneration paying to the attorneys and agents of the Pledgee); secondly, paying taxes payable due to disposal of the Pledged Equity; thirdly, repaying the Secured Debts to the Pledgee. In case of any balance upon netting of such payments, the Pledgee shall refund the balance to the Pledgor or other persons who are entitled to such balance according to relevant laws and regulations, or deposit the same to a notarization authority at the domicile of the Pledgee (and any costs so incurred shall be solely borne by the Pledgor). After the Pledged Equity is converted into money, auctioned or sold, if the proceeds so obtained are insufficient to repay all Secured Debts, the difference shall be paid by the Pledgor.

Exercise of the Pledge. 8.1. The Pledgor shall not waive, transfer or otherwise dispose 8.1 On the Pledged Equity without prior written consent exercise of Pledge by the Pledgee, prior to the full performance of the Contractual Obligations. 8.2. The Pledgee shall give a written Notice notice of Default default to the Pledgor when it intends to exercise the PledgePledgor. 8.3. 8.2 Subject to Article stipulation under Clause 7.3, the Pledgee may exercise its right to dispose of the Pledge at any time after giving notice of default in accordance with Clause 8. 1. Upon the Pledgee’s decision to exercise the right to enforce dispose of the Pledge when issuing Pledge, the Notice Pledgor shall cease to have any rights and interests in relation to the Pledged Equity Interests. 8.3 The Pledgee shall be entitled to exercise all of Default its rights for default remedies in accordance with Article 7.3 or at any time thereafter. 8.4. Upon issuing a Notice the laws of Default under Article 7.3the PRC, the Pledgee may exercise all remedies for breach Transaction Documents and the terms of contract under this Agreement, including, but not limited to, the PRC laws and hereunder, including without limitation, acquiring right to be compensated in priority by the discount of the Pledged Equity at discounted price, Interests or by the proceeds from the auction or sale of the Pledged Equity Interests, after the Pledgee has given a notice of default in accordance with Clause 8.1. The Pledgee shall not be liable for any loss caused by its reasonable exercise of such rights and powers. 8.4 The proceeds obtained by the Pledgee from the exercise of the Pledge shall be prioritized to pay the taxes and fees payable for the disposal of the Pledged Equity Interests and to perform the Contractual Obligations to the Pledgee as well as to repay the Secured Debts. If there is any balance after the deduction of the aforesaid amount, the Pledgee shall return the balance to the Pledgor or other person who has the right to the said amount in accordance with the proceeds relevant laws and regulations, or deposit the same with the notary office in the place where the Pledgor is located, and the Pledgor shall bear all the expenses arising therefrom; and the Pledgor shall, where permitted by the laws of the PRC, unconditionally grant the aforesaid amount to the Pledgee or the person designated by the Pledgee. 8.5 The Pledgee shall have the right to choose to exercise any default remedies to which it is entitled to at the same time or in sequence, and the Pledgee shall not be required to exercise other default remedies before exercising its right under this Agreement to be paid based in priority by way of a discount on the order agreed in Article 8.6, until all Secured Debts are repaidPledged Equity Interests or the proceeds from the auction or sale of the Pledged Equity Interests. 8.5. When 8.6 The Pledgee shall have the right to designate its attorney or other agent in writing to exercise its Pledge, which shall not be contested by either the Pledgor or Party C. 8.7 In the event that the Pledgee enforces disposes of the Pledge in accordance with this Agreement, the Pledgor and Party C shall not put up any obstacle and shall give provide the necessary assistance so as to facilitate enable the Pledgee’s realization of the Pledgee to realize its Pledge. 8.6. Proceeds obtained by the Pledgee from exercise of the Pledge shall be applied by the following order: firstly, paying all costs arising out of the disposal of the Pledged Equity and the exercise of its rights and powers by the Pledgee (including the remuneration paying to the attorneys and agents of the Pledgee); secondly, paying taxes payable due to disposal of the Pledged Equity; thirdly, repaying the Secured Debts to the Pledgee. In case of any balance upon netting of such payments, the Pledgee shall refund the balance to the Pledgor or other persons who are entitled to such balance according to relevant laws and regulations, or deposit the same to a notarization authority at the domicile of the Pledgee (and any costs so incurred shall be solely borne by the Pledgor). After the Pledged Equity is converted into money, auctioned or sold, if the proceeds so obtained are insufficient to repay all Secured Debts, the difference shall be paid by the Pledgor.

Exercise of the Pledge. 8.1. The Pledgor shall not waive, transfer or otherwise dispose the Pledged Equity without prior written consent of the Pledgee, prior to the full performance of the Contractual Obligations. 8.2. 8.1 The Pledgee shall give may issue a written Notice of Default to the Pledgor when it intends to for the exercise of the Pledge. 8.3. 8.2 Subject to Article the provisions of Section 7.3, the Pledgee may exercise the its right to enforce dispose of the Pledge when issuing at any time after the issuance of the Notice of Default in accordance with Article 7.3 or at any time thereafter. 8.4Section 8.1. Upon issuing a Notice the Pledgee’s exercise of Default under Article 7.3its right to dispose of the Pledge, the Pledgee may exercise all remedies for breach of contract under the PRC laws Pledgor shall no longer own any right and hereunder, including without limitation, acquiring the Pledged Equity at discounted price, or auction or sale interest in respect of the Pledged Equity Interest. 8.3 Upon the issuance of the Notice of Default in accordance with Section 8.2, the Pledgee is entitled to exercise all of the remedies, rights and powers available to it under the PRC laws, the Transaction Agreements and this Agreement, including without limitation to auction or sell the Pledged Equity Interests for prior satisfaction of indebtedness. The Pledgee shall not be held liable for any losses arising from its reasonable exercise of such rights and powers. 8.4 The proceeds received by the Pledgee as a result of the exercise of the Pledge shall be first applied towards payment of the costs and expenses payable in connection with the disposal of the Pledged Equity Interest and the repayment of the Secured Indebtedness to the Pledgee. Any balance after the deduction of the foregoing payments, if any, shall be returned to the Pledgor or any other person who is entitled to such balance under applicable laws and regulations, or be deposited with the notary public at the place where the Pledgee is located (any costs incurred arising out of such deposit shall be borne by the Pledgee); and to the extent permitted by the PRC laws, the Pledgor shall transfer such balance to the Pledgee or any person designated by the Pledgee without consideration. If the proceeds received from the disposition of the Pledged Equity Interest are not sufficient to be paid based on repay the order agreed in Article 8.6Secured Indebtedness pursuant to Section 8.3, until all Secured Debts are repaidthe Pledgor is obliged to make up the difference. 8.5. 8.5 The Pledgee shall be entitled to elect to exercise, simultaneously or successively, any of its breach of contract remedies; the Pledgee shall not be required to first exercise other breach of contract remedies prior to exercising its right to auction or sell the Pledged Equity Interest hereunder. 8.6 The Pledgee shall be entitled to designate in writing its legal counsel or other agents to exercise on its behalf the Pledge, and neither the Pledgor nor Party C shall object thereto. 8.7 When the Pledgee enforces disposes of the Pledge in accordance with this Agreement, the Pledgor and Party C shall not put up any obstacle and shall give provide necessary assistance so as to facilitate the Pledgee’s realization Pledgee for its exercise of the Pledge. 8.6. Proceeds obtained by the Pledgee from exercise of the Pledge shall be applied by the following order: firstly, paying all costs arising out of the disposal of the Pledged Equity and the exercise of its rights and powers by the Pledgee (including the remuneration paying to the attorneys and agents of the Pledgee); secondly, paying taxes payable due to disposal of the Pledged Equity; thirdly, repaying the Secured Debts to the Pledgee. In case of any balance upon netting of such payments, the Pledgee shall refund the balance to the Pledgor or other persons who are entitled to such balance according to relevant laws and regulations, or deposit the same to a notarization authority at the domicile of the Pledgee (and any costs so incurred shall be solely borne by the Pledgor). After the Pledged Equity is converted into money, auctioned or sold, if the proceeds so obtained are insufficient to repay all Secured Debts, the difference shall be paid by the Pledgor.