Common use of Disposal of the Pledged Equity Clause in Contracts

Disposal of the Pledged Equity. 8.1 Party A and Party B hereby agree that in case of any default, Party A shall be entitled to exercise all the remedies and powers under PRC laws, transaction agreement and this Agreement upon giving a written notice to Party B, including, but not limited to, auctioning or selling the Pledged Equity and being first compensated with the proceeds from such disposal. Party A shall not be liable for any loss arising from its reasonable exercise of such rights and powers. 8.2 Party A shall be entitled to designate in writing its lawyer or other agent to exercise any or all said rights and powers and Party B shall not raise any objection thereto. 8.3 The reasonable expenses of Party A when it exercises any or all said rights and powers shall be borne by Party B. Party A shall have the right to deduct such expenses from the payments obtained by Party A from the exercise of its rights and powers. 8.4 The payments obtained by Party A from the exercise of its rights and powers shall be used in the following order: 1) Pay all the expenses arising out of the disposal of the Pledged Equity and Party A’s exercise of its rights and powers (including the remunerations for its lawyer and agent); 2) Pay the taxes payable with respect to the disposal of the Pledged Equity; and 3) Pay the guaranteed liabilities to Party A. If there is any balance after the above deductions, Party A shall return such balance to Party B or the other person which is entitled to such balance in accordance with law or regulations or place such balance under escrow with the notary public office in the place where Party A is located (all the expenses arising therefrom shall be borne by Party B). 8.5 Party A shall be entitled to exercise any of its remedies simultaneously or successively. Before Party A exercises the right to auction or sell the Pledged Equity under this Agreement, it does not need to first exercise other remedies.

Disposal of the Pledged Equity. 8.1 Party A and 6.1 The Pledgor, Party B hereby and the Pledgee agree that in case of if any defaultDefault Event occurs, Party A shall be entitled to exercise all the remedies and powers under PRC lawsPledgee shall, transaction agreement and this Agreement upon after giving a written notice to Party Bthe Pledgor, includinghave the right to exercise all remedies available to it in accordance with the PRC laws and regulations and the VIE Agreements, but not limited to, auctioning or selling and have the right to dispose of the Pledged Equity in one or more following ways: (1) to the extent that the PRC laws permit, the Pledgor, at the request of the Pledgee, transfers all or part of the Pledged Equity held by it in Party B to the Pledgee and/or any other entity or individual as designated by the Pledgee at the minimum price as permitted by the PRC law; meanwhile, the Pledgor irrevocably undertake that if the consideration paid by the Pledgee or its designated purchaser to purchase all or part of the equity interests held by the Pledgor in Party B exceeds RMB0 (in word: Renminbi zero), the Pledgor shall fully compensate the Pledgee or its designated person against any balance part; (2) without prejudice to the VIE Agreements, the Pledged Equity can be sold by auction or by conversion into money, and being first compensated with the proceeds Pledgee has the priority to be paid from such disposal. Party A shall not the sale price; (3) subject to laws and regulations, the Pledged Equity can be liable for any loss arising from its reasonable exercise disposed of such rights in other ways as agreed by the Pledgor and powersthe Pledgee. 8.2 Party A shall be entitled 6.2 The Pledgee has the right to designate appoint its legal counsel or other proxy in writing its lawyer or other agent to exercise any and all of its rights mentioned above, and the Pledgor or all said rights and powers and Party B shall not raise propose any objection theretoobjection. 8.3 6.3 The reasonable expenses of Party A when it exercises any or all said rights and powers shall be borne by Party B. Party A shall have Pledgee has the right to deduct such expenses the reasonable fees on time in connection with its exercise of any or all rights mentioned above from the payments obtained amount received from its exercise of the rights. 6.4 The amount received by Party A the Pledgee from the exercise of its rights and powers. 8.4 The payments obtained by Party A from the exercise of its rights and powers shall be used to pay following items in the following order: 1) Pay order set forth below: First: all the expenses arising out of fees in connection with the disposal of the Pledged Equity and Party A’s the exercise by the Pledgee of its rights and powers (including the remunerations for compensation paid to its lawyer legal counsel and agentproxy); 2) Pay ; Second: the taxes payable in connection with respect to the disposal of the Pledged Equity; and 3) Pay and Third: the guaranteed liabilities Secured Debts owed to Party A. the Pledgee. If there is any balance remaining amount after the deduction of above deductionsitems, Party A the Pledgee shall return such balance remaining amount to Party B or the other person which is entitled to such balance in accordance with law or regulations or place such balance under escrow with the notary public office in the place where Party A is located (all the expenses arising therefrom shall be borne by Party B)Pledgor. 8.5 Party A shall be entitled 6.5 The Pledgee has the right to exercise any of its remedies simultaneously at the same time or successively. Before Party A exercises in a sequential order, and the Pledgee’s exercise of its right to auction or sell the Pledged Equity under this Agreement, it does Agreement is not need subject to first the prior exercise of any other remediesremedy.

Disposal of the Pledged Equity. 8.1 7.1 Party A and Party B hereby agree that that, in case of any default, Party A shall be entitled to exercise all the remedies and powers under PRC laws, transaction agreement and this Agreement upon giving a written notice to Party B, including, but not limited to, auctioning or selling the Pledged Equity and being first compensated with the proceeds from such disposal. Party A shall not be liable for any loss arising from its reasonable exercise of such rights and powers. 8.2 7.2 Party A shall be entitled to designate in writing its lawyer or other agent to exercise any or all said rights and powers and Party B shall not raise any objection thereto. 8.3 7.3 The reasonable expenses of Party A when it exercises any or all said rights and powers shall be borne by Party B. Party A shall have the right to deduct such expenses from the payments obtained by Party A from the exercise of its rights and powers. 8.4 7.4 The payments obtained by Party A from the exercise of its rights and powers shall be used in the following order: 1) Pay all the expenses arising out of the disposal of the Pledged Equity and Party A’s exercise of its rights and powers (including the remunerations for its lawyer and agent); 2) Pay the taxes payable with respect to the disposal of the Pledged Equity; and 3) Pay the guaranteed liabilities to Party A. If there is any balance after the above deductions, Party A shall return such balance to Party B or the other person which is entitled to such balance in accordance with law or regulations or place such balance under escrow with the notary public office in the place where Party A is located (all the expenses arising therefrom shall be borne by Party B). 8.5 7.5 Party A shall be entitled to exercise any of its remedies simultaneously or successively. Before Party A exercises the right to auction or sell the Pledged Equity under this Agreement, it does not need to first exercise other remedies.