Common use of Exercise of Pledge Clause in Contracts

Exercise of Pledge. 8.1 Each of the following shall constitute an event of default (“Event of Default”) hereunder (and an Event of Default is “continuing” if it has not been remedied or waived): 8.1.1 any statement, warranty or representation made by the Pledgors or the Company, under this Agreement or any of the Principal Agreements are not true, complete or accurate in any aspect; or the Pledgors or the Company breaches or fails to fulfill any obligation or abide by any covenants and undertakings under this Agreement or any Principal Agreements; or 8.1.2 any obligation of the Pledgors or the Company under this Agreement or any of the Principal Agreements is deemed as unlawful or void. 8.2 Upon the occurrence and during the continuance of an Event of Default, the Pledgee shall have the right to exercise all such rights as a secured party under any applicable Chinese law, including the PRC Guarantee Law and the PRC Property Law, as in effect from time to time, including without limitations: 8.2.1 to sell all or any part of the Pledged Equity in one or more public or private sales upon three (3) days’ written notice to Pledgors, and any such sale or sales may be made for cash, upon credit, or for future delivery; or 8.2.2 to execute an agreement with the Pledgors to acquire the Pledged Equity based on its monetary value which shall be determined by referencing the market price of the pledged property; The Pledgee has priority to the proceeds obtained by disposition of the Pledged Equity according to the aforesaid means for repayment of fees listed under Section 3 of this Agreement. 8.3 The Pledgors and the Company, at the request of the Pledgee, shall take all lawful and appropriate actions to ensure the Pledgee’s exercise of the Pledge right. For the purpose of the foregoing, the Pledgors and the Company should sign all the documents and materials and take all actions and measures reasonably required by the Pledgee.

Exercise of Pledge. 8.1 7.1 Each of the following shall constitute an event of default (“Event of Default”) hereunder (and an Event of Default is “continuing” if it has not been remedied or waived): 8.1.1 (i) any statement, warranty or representation made by the Pledgors or the Company, Pledgor under this Agreement or any of the Principal Agreements Contract are not true, complete or complete, accurate in any material aspect; or the Pledgors or the Company or (ii) The Pledgor breaches or fails to fulfill any obligation or abide by any covenants and undertakings under this Agreement or any Principal Agreements; or 8.1.2 any obligation of the Pledgors or the Company under this Agreement or any of the Principal Agreements is deemed as unlawful or voidContract. 8.2 7.2 Upon the occurrence and during the continuance of an Event of Default, the Pledgee shall have the right to require the Pledgor to immediately pay any amount payable by Borrower under the Loan Contract, repay any loans and pay any other due payments, and the Pledgee shall have the right to exercise all such rights as a secured party under any applicable Chinese lawPRC laws, including the PRC Guarantee Law of the People’s Republic of China and the PRC Property LawLaw of the People’s Republic of China, as in effect from time to time, including without limitations: 8.2.1 (i) to sell all or any part of the Pledged Equity in Shares at one or more public or private sales upon three (3) days’ prior written notice to Pledgorsthe Pledgor, and any such sale or sales may be made for cash, upon credit, or for future delivery; or 8.2.2 to (ii) To execute an agreement with the Pledgors Pledgor to acquire the Pledged Equity Shares based on its monetary value which shall be determined by referencing the market price of the pledged property; . 7.3 The obligations of the Pledgor under this Contract shall not be relieved as a result of the fact that the Pledgee has priority received any additional securities (including but not limited to, guarantee, mortgage, pledge, stand-by letter of credit, etc.) for its rights under the Loan Contract; and the Pledgee shall, at its own discretion on the order and amount, have the right to require the Pledgor to fulfill its obligation to guarantee within the scope of pledge under this Contract. 7.4 The Pledgor shall procure the Target Company to issue and deliver an letter of acknowledge to the proceeds obtained by disposition Pledgee as set forth in Exhibit A, stating that the Target Company is aware of the Pledge hereunder and undertaking that it will not execute any documents authorizing the transmittal of all or any part of the Pledged Equity according to Shares into ADSs proposed by the aforesaid means for repayment of fees listed under Section 3 of this Agreement. 8.3 The Pledgors and Pledgor or the Company, at the request controlling person of the PledgeePledgor. The Pledgee shall, shall take all lawful and appropriate actions to ensure within three (3) days after the Pledgee’s exercise release of the Pledge right. For pursuant to this Contract, issue and deliver to the purpose Target Company a notice of release of pledge as set forth in Exhibit B, acknowledging that the Pledge has been released. 7.5 Despite any other provisions to the contrary contained herein, when exercising its rights hereunder, the Pledgee must not sell the Pledged Shares to any major competitor of the foregoingBorrower or iKang Healthcare Group, the Pledgors and the Company should sign all the documents and materials and take all actions and measures reasonably required by the Pledgee.Inc.

Exercise of Pledge. 8.1 Each 7.1 Upon service of the following shall constitute an event of default (“Event of Default”) hereunder (and an Event of Default is “continuing” if it has not been remedied or waived): 8.1.1 any statement, warranty or representation made by the Pledgors or the Company, under this Agreement or any of the Principal Agreements are not true, complete or accurate in any aspect; or the Pledgors or the Company breaches or fails to fulfill any obligation or abide by any covenants and undertakings under this Agreement or any Principal Agreements; or 8.1.2 any obligation of the Pledgors or the Company under this Agreement or any of the Principal Agreements is deemed as unlawful or void. 8.2 Upon the occurrence and during the continuance of an Event of DefaultNotice, the Pledgee shall have the right to exercise dispose, subject to relevant laws and regulations, of the Equity Interest through one or more of methods set out below: 7.1.1 To purchase the Equity Interest at an agreed price; 7.1.2 To sell the Equity Interest through auction or private sale; or 7.1.3 Any other method permitted by relevant laws and regulations. 7.2 The Pledgors hereby unconditionally and irrevocably constitute and appoint the Pledgee as their formal and lawful attorney-in-fact to take the following actions in the name of or otherwise on behalf of Pledgors upon and during the occurrence of the event set forth in Article 6.1: (a) to execute all certificates or take all actions which should have been executed or taken by the Pledgors under this Agreement but which were not executed or taken, or execute all such rights certificates or take all such actions as a secured party under may be necessary to give effect to the purpose and intent of this Agreement, (b) to take any applicable Chinese law, including and all actions which in the PRC Guarantee Law discretionary and reasonable judgment of the PRC Property Law, as in effect from time to time, including without limitations: 8.2.1 to sell all Pledgee or any of its representative(s) or counsel(s) are necessary or required for the maintenance, preservation or protection of the security created under this Agreement or the Pledgee’s rights, remedies, powers or privileges under this Agreement, (c) to generally exercise in the name of the Pledgors any and all power, authority and decision rights granted to or conferred upon the Pledgee by this Agreement, and without prejudice to the generality of the foregoing, to execute, deliver or otherwise perfect any deed, certificate, agreement, instrument or action which in the opinion of the Pledgee is appropriate for the exercise of the foregoing power, authority or decision rights. The Pledgors hereby agree and acknowledge all lawful actions required or proposed to be taken by the Pledgee or any of its representative(s) or counsel(s) when exercising the power of attorney granted to the Pledgee under this Article 7.2, and this grant of authority relating to the security shall be irrevocable. 7.3 Prior to full performance of all of the obligations of the Pledgors and Party B under the Restructuring Agreements and full payment of all amounts payable to Party A thereunder, Party A shall have priority in receiving the value assessment fee collected in accordance with legal procedures or the auction or sale proceeds of all of part of the Pledged Equity in one Interest. 7.4 Upon disposal by the Pledgee of the Equity Interest, the Pledgors shall forthwith execute all documents necessary or more public required for the disposal of the Equity Interest pursuant to this Article 7 and take any necessary or private sales upon three (3) days’ written notice to Pledgorsrequired actions, and any such sale or sales may be made for cash, upon credit, or for future delivery; or 8.2.2 shall cause Party B to execute an agreement with the Pledgors to acquire the Pledged Equity based on its monetary value which shall be determined by referencing the market price of the pledged property; The Pledgee has priority all relevant documents and take all relevant actions. Without prejudice to the proceeds obtained by disposition of the Pledged Equity according to the aforesaid means for repayment of fees listed under Section 3 of this Agreement. 8.3 The Pledgors and the Company, at the request of the Pledgee, shall take all lawful and appropriate actions to ensure the Pledgee’s exercise of the Pledge right. For the purpose generality of the foregoing, the Pledgors shall use their best efforts to complete or assist the Pledgee in completing all approval procedures or registration formalities as may be required to be completed with any government authorities in connection with the disposal of the Equity Interest (including the competent authority for the telecommunication industry and the Company should sign all the documents relevant industry and materials and take all actions and measures reasonably required by the Pledgeecommerce administration).

Exercise of Pledge. 8.1 Each of the following shall constitute an event of default (“Event of Default”) hereunder (and an Event of Default is “continuing” if it has not been remedied or waived): 8.1.1 (i) any statement, warranty or representation made by the Pledgors Shareholders or the Company, Luckin Tech under this Agreement or any of the Principal Agreements are not true, complete or accurate in any aspect; or the Pledgors Shareholders or the Company breaches Luckin Tech breach or fails fail to fulfill any obligation or abide by any covenants and undertakings under this Agreement or any Principal Agreements; or 8.1.2 (ii) any obligation or more of the Pledgors obligations of the Shareholders or the Company Luckin Tech under this Agreement or any of the Principal Agreements is are deemed as unlawful or void. 8.2 Upon the occurrence and during the continuance of an Event of Default, WFOE shall have the Pledgee right to require the Shareholders to immediately pay any amount payable by Luckin Tech under the Service Agreement, repay any loans and pay any other due payments, and WFOE shall have the right to exercise all such rights as a secured party under any applicable Chinese PRC law, including the PRC Guarantee Law of the People’s Republic of China and the PRC Property LawLaw of the People’s Republic of China, as in effect from time to time, including without limitations: 8.2.1 (i) to sell all or any part of the Pledged Equity in Shares at one or more public or private sales upon three (3) days’ written notice to Pledgorsthe pledgor, and any such sale or sales may be made for cash, upon credit, or for future delivery; or 8.2.2 (ii) to execute an agreement with the Pledgors Shareholders to acquire the Pledged Equity Shares based on its monetary value which shall be determined by referencing the market price of the pledged property; The Pledgee has priority to the proceeds obtained by disposition of the Pledged Equity according to the aforesaid means for repayment of fees listed under Section 3 of this Agreementproperty or another price as agreed between parties. 8.3 The Pledgors Shareholders and the CompanyLuckin Tech, at the request of the PledgeeWFOE, shall take all lawful and appropriate actions to ensure the Pledgeesecure WFOE’s exercise of the Pledge right. For the purpose of the foregoing, the Pledgors Shareholders and the Company should Luckin Tech shall sign all the documents and materials and carry out all measures and take all actions and measures reasonably required by the PledgeeWFOE.

Exercise of Pledge. 8.1 Each 7.1 Upon service of the following shall constitute an event of default (“Event of Default”) hereunder (and an Event of Default is “continuing” if it has not been remedied or waived): 8.1.1 any statement, warranty or representation made by the Pledgors or the Company, under this Agreement or any of the Principal Agreements are not true, complete or accurate in any aspect; or the Pledgors or the Company breaches or fails to fulfill any obligation or abide by any covenants and undertakings under this Agreement or any Principal Agreements; or 8.1.2 any obligation of the Pledgors or the Company under this Agreement or any of the Principal Agreements is deemed as unlawful or void. 8.2 Upon the occurrence and during the continuance of an Event of DefaultNotice, the Pledgee shall have the right to exercise dispose, subject to relevant laws and regulations, of the Equity Interest through one or more methods set out below: 7.1.1 To purchase the Equity Interest at an agreed price; 7.1.2 To sell the Equity Interest through auction or private sales; or 7.1.3 Any other method permitted by relevant laws and regulations. 7.2 The Pledgors hereby unconditionally and irrevocably constitute and appoint the Pledgee as their formal and lawful attorney-in-fact to xxxx the following actions in the name of or otherwise on behalf of Pledgors upon and during the occurrence of the event set forth in Article 6.1: (a) to execute all certificates or take all actions which should have been executed or taken by the Pledgors under this Agreement but which were not executed or taken, or execute all such rights certificates or take all such actions as a secured party under may be necessary to give effect to the purpose and intent of this Agreement, (b) to take any applicable Chinese law, including and all actions which in the PRC Guarantee Law discretionary and reasonable judgment of the PRC Property Law, as in effect from time to time, including without limitations: 8.2.1 to sell all Pledgee or any of its attorney(ies) or counsel(s) are necessary or required for the maintenance, preservation or protection of the security created under this Agreement or the Pledgee’s rights, remedies, powers or privileges under this Agreement, (c) to generally exercise in the name of the Pledgors any and all power, authority and decision rights granted to or conferred upon the Pledgee by this Agreement,and without prejudice to the generality of the foregoing, to execute, deliver or otherwise perfect any deed, certificate, agreement, instrument or action which in the opinion of the Pledgee is appropriate for the exercise of the foregoing power, authority or decision rights. The Pledgors hereby agree and acknowledge all lawful actions required or proposed to be taken by the Pledgee or any of its representative(s) or counsel(s) when exercising the power of attorney granted to the Pledgee under Article 7.1.1, and this grant of authority relating to the security shall be irrevocable. 7.3 Prior to full performance of all of the obligations of the Pledgors and Party B under the Restructuring Agreements and full payment of all amounts payable to Party A thereunder, Party A shall have priority in receiving the value assessment fee collected in accordance with legal procedures or the auction or sale proceeds of all of part of the Pledged Equity in one Right. 7.4 Upon disposal by the Pledgee of the Equity Interest, the Pledgors shall forthwith execute all documents necessary or more public required for the disposal of the Equity Interest pursuant to this Article 7 and take any necessary or private sales upon three (3) days’ written notice to Pledgorsrequired actions, and any such sale or sales may be made for cash, upon credit, or for future delivery; or 8.2.2 shall cause Party B to execute an agreement with the Pledgors to acquire the Pledged Equity based on its monetary value which shall be determined by referencing the market price of the pledged property; The Pledgee has priority all relevant documents and take all relevant actions. Without prejudice to the proceeds obtained by disposition of the Pledged Equity according to the aforesaid means for repayment of fees listed under Section 3 of this Agreement. 8.3 The Pledgors and the Company, at the request of the Pledgee, shall take all lawful and appropriate actions to ensure the Pledgee’s exercise of the Pledge right. For the purpose generality of the foregoing, the Pledgors shall use their best efforts to complete or assist the Pledgee in completing all approval procedures or registration formalities as may be required to be completed with any government authorities in connection with the disposal of the Equity Interest (including the competent authority for the telecommunication industry and the Company should sign all the documents relevant industry and materials and take all actions and measures reasonably required by the Pledgeecommerce administration).

Exercise of Pledge. 8.1 Each of the following shall constitute an event of default (“Event of Default”) hereunder (and an Event of Default is “continuing” if it has not been remedied or waived): 8.1.1 (i) any statement, warranty or representation made by the Pledgors Shareholders or the Company, Luckin Tech under this Agreement or any of the Principal Agreements are not true, complete or accurate in any aspect; or the Pledgors Shareholders or the Company breaches Luckin Tech breach or fails fail to fulfill any obligation or abide by any covenants and undertakings under this Agreement or any Principal Agreements; or 8.1.2 (ii) any obligation or more of the Pledgors obligations of the Shareholders or the Company Luckin Tech under this Agreement or any of the Principal Agreements is are deemed as unlawful or void. 8.2 Upon the occurrence and during the continuance of an Event of Default, WFOE shall have the Pledgee right to require the Shareholders to immediately pay any amount payable by Luckin Tech under the Service Agreement, repay any loans and pay any other due payments, and WFOE shall have the right to exercise all such rights as a secured party under any applicable Chinese PRC law, including the PRC Guarantee Law of the People's Republic of China and the PRC Property LawLaw of the People's Republic of China, as in effect from time to time, including without limitations: 8.2.1 (i) to sell all or any part of the Pledged Equity in Shares at one or more public or private sales upon three (3) days’ written notice to Pledgorsthe pledgor, and any such sale or sales may be made for cash, upon credit, or for future delivery; or 8.2.2 (ii) to execute an agreement with the Pledgors Shareholders to acquire the Pledged Equity Shares based on its monetary value which shall be determined by referencing the market price of the pledged property; The Pledgee has priority to the proceeds obtained by disposition of the Pledged Equity according to the aforesaid means for repayment of fees listed under Section 3 of this Agreementproperty or another price as agreed between parties. 8.3 The Pledgors Shareholders and the CompanyLuckin Tech, at the request of the PledgeeWFOE, shall take all lawful and appropriate actions to ensure the Pledgeesecure WFOE’s exercise of the Pledge right. For the purpose of the foregoing, the Pledgors Shareholders and the Company should Luckin Tech shall sign all the documents and materials and carry out all measures and take all actions and measures reasonably required by the PledgeeWFOE.

Exercise of Pledge. 8.1 Each of the following shall constitute an event of default (“Event of Default”) hereunder (and an Event of Default is “continuing” if it has not been remedied or waived): 8.1.1 (i) any statement, warranty or representation made by the Pledgors Shareholders, Zhiteng Computer or the Company, its subsidiaries under this Agreement or any of the Principal Agreements are not true, complete or and accurate in any aspect; or the Pledgors Shareholders, Zhiteng Computer or the Company breaches its subsidiaries breach or fails fail to fulfill any obligation or abide by any covenants and undertakings under this Agreement or any Principal Agreements; or 8.1.2 (ii) any obligation or more of the Pledgors obligations of the Shareholders, Zhiteng Computer or the Company its subsidiaries under this Agreement or any of the Principal Agreements is are deemed as unlawful or void. 8.2 Upon the occurrence and during the continuance of an Event of Default, the Pledgee WFOE shall have the right to exercise all such rights as a secured party under any applicable Chinese law, including the PRC Guarantee Law of the People’s Republic of China and the PRC Property LawLaw of the People’s Republic of China, as in effect from time to time, including without limitations: 8.2.1 (i) to sell all or any part of the Pledged Equity in at one or more public or private sales upon three (3) days’ written notice to PledgorsPledgor, and any such sale or sales may be made for cash, upon credit, or for future delivery; or 8.2.2 (ii) to execute an agreement with the Pledgors Shareholders to acquire the Pledged Equity based on its monetary value which shall be determined by referencing the market price of the pledged property; . (iii) The Pledgee WFOE has priority to the proceeds obtained by disposition of the Pledged Equity according to the aforesaid means for repayment of fees listed under Section 3 of this Agreement. 8.3 The Pledgors Shareholders and the CompanyZhiteng Computer, at the request of the PledgeeWFOE, shall should take all lawful and appropriate actions to ensure the Pledgeesecure WFOE’s exercise of the Pledge right. For the purpose of the foregoing, the Pledgors Shareholders and the Company Zhiteng Computer should sign all the documents and materials and carry out all measures and take all actions and measures reasonably required by the PledgeeWFOE.

Exercise of Pledge. 8.1 Each of the following shall constitute an event of default (“Event of Default”) hereunder (and an Event of Default is “continuing” if it has not been remedied or waived): 8.1.1 any statement, warranty or representation made by the Pledgors Pledgor(s) or the Company, under this Agreement or any of the Principal Agreements are not true, complete or accurate in any aspect; or the Pledgors Pledgor(s) or the Company breaches or fails to fulfill any obligation or abide by any covenants and undertakings under this Agreement or any Principal Agreements; or 8.1.2 any obligation of the Pledgors Pledgor(s) or the Company under this Agreement or any of the Principal Agreements is deemed as unlawful or void. 8.2 Upon the occurrence and during the continuance of an Event of Default, the Pledgee shall have the right to exercise all such rights as a secured party under any applicable Chinese law, including the PRC Guarantee Law and the PRC Property LawCivil Code, as in effect from time to time, including without limitations: 8.2.1 to sell all or any part of the Pledged Equity in one or more public or private sales upon three (3) days’ written notice to PledgorsPledgor(s), and any such sale or sales may be made for cash, upon credit, or for future delivery; or 8.2.2 to execute an agreement with the Pledgors Pledgor(s) to acquire the Pledged Equity based on its monetary value which shall be determined by referencing the market price of the pledged property; The Pledgee has priority to the proceeds obtained by disposition of the Pledged Equity according to the aforesaid means for repayment of fees listed under Section 3 of this Agreement. 8.3 The Pledgors Pledgor(s) and the Company, at the request of the Pledgee, shall take all lawful and appropriate actions to ensure the Pledgee’s exercise of the Pledge right. For the purpose of the foregoing, the Pledgors Pledgor(s) and the Company should sign all the documents and materials and take all actions and measures reasonably required by the Pledgee.

Exercise of Pledge. 8.1 Each of the following shall constitute an event of default (“Event of Default”) hereunder (and an Event of Default is “continuing” if it has not been remedied or waived): 8.1.1 (i) any statement, warranty or representation made by the Pledgors Shareholders, Jiubang Digital or the Company, its subsidiaries under this Agreement or any of the Principal Agreements are not true, complete or and accurate in any aspect; or the Pledgors Shareholders, Jiubang Digital or the Company breaches its subsidiaries breach or fails fail to fulfill any obligation or abide by any covenants and undertakings under this Agreement or any Principal Agreements; or 8.1.2 (ii) any obligation or more of the Pledgors obligations of the Shareholders, Jiubang Digital or the Company its subsidiaries under this Agreement or any of the Principal Agreements is are deemed as unlawful or void. 8.2 Upon the occurrence and during the continuance of an Event of Default, the Pledgee WFOE shall have the right to exercise all such rights as a secured party under any applicable Chinese law, including the PRC Guarantee Law of the People’s Republic of China and the PRC Property LawLaw of the People’s Republic of China, as in effect from time to time, including without limitations: 8.2.1 (i) to sell all or any part of the Pledged Equity in at one or more public or private sales upon three (3) days’ written notice to PledgorsPledgor, and any such sale or sales may be made for cash, upon credit, or for future delivery; or 8.2.2 (ii) to execute an agreement with the Pledgors Shareholders to acquire the Pledged Equity based on its monetary value which shall be determined by referencing the market price of the pledged property; . (iii) The Pledgee WFOE has priority to the proceeds obtained by disposition of the Pledged Equity according to the aforesaid means for repayment of fees listed under Section 3 of this Agreement. 8.3 The Pledgors Shareholders and the CompanyJiubang Digital, at the request of the PledgeeWFOE, shall should take all lawful and appropriate actions to ensure the Pledgeesecure WFOE’s exercise of the Pledge right. For the purpose of the foregoing, the Pledgors Shareholders and the Company Jiubang Digital should sign all the documents and materials and carry out all measures and take all actions and measures reasonably required by the PledgeeWFOE.

Exercise of Pledge. 8.1 Each of the following shall constitute an event of default (“Event of Default”) hereunder (and an Event of Default is “continuing” if it has not been remedied or waived): 8.1.1 (i) any statement, warranty or representation made by the Pledgors Shareholders, Xxxxx Advertising or the Company, its subsidiaries under this Agreement or any of the Principal Agreements are not true, complete or and accurate in any aspect; or the Pledgors Shareholders, Xxxxx Advertising or the Company breaches its subsidiaries breach or fails fail to fulfill any obligation or abide by any covenants and undertakings under this Agreement or any Principal Agreements; or 8.1.2 (ii) any obligation or more of the Pledgors obligations of the Shareholders, Xxxxx Advertising or the Company its subsidiaries under this Agreement or any of the Principal Agreements is are deemed as unlawful or void. 8.2 Upon the occurrence and during the continuance of an Event of Default, the Pledgee WFOE shall have the right to exercise all such rights as a secured party under any applicable Chinese law, including the PRC Guarantee Law of the People’s Republic of China and the PRC Property LawLaw of the People’s Republic of China, as in effect from time to time, including without limitations: 8.2.1 (i) to sell all or any part of the Pledged Equity in at one or more public or private sales upon three (3) days’ written notice to PledgorsPledgor, and any such sale or sales may be made for cash, upon credit, or for future delivery; or 8.2.2 (ii) to execute an agreement with the Pledgors Shareholders to acquire the Pledged Equity based on its monetary value which shall be determined by referencing the market price of the pledged property; . (iii) The Pledgee WFOE has priority to the proceeds obtained by disposition of the Pledged Equity according to the aforesaid means for repayment of fees listed under Section 3 of this Agreement. 8.3 The Pledgors Shareholders and the CompanyXxxxx Advertising, at the request of the PledgeeWFOE, shall should take all lawful and appropriate actions to ensure the Pledgeesecure WFOE’s exercise of the Pledge right. For the purpose of the foregoing, the Pledgors Shareholders and the Company Xxxxx Advertising should sign all the documents and materials and carry out all measures and take all actions and measures reasonably required by the PledgeeWFOE.

Exercise of Pledge. 8.1 9.1 Each of the following shall constitute an event of default (“Event of Default”) hereunder (and an Event of Default is “continuing” if it has not been remedied or waived): 8.1.1 (i) any statement, warranty or representation made by the Pledgors Shareholder or the Company, Zhongmin under this Agreement or any of the Principal Agreements are not true, complete or accurate in any aspect; or the Pledgors Shareholder or the Company breaches Zhongmin breach or fails fail to fulfill any obligation or abide by any covenants and undertakings under this Agreement or any Principal Agreements; or; 8.1.2 (ii) any obligation or more of the Pledgors obligations of the Shareholder or the Company Zhongmin under this Agreement or any of the Principal Agreements is are deemed as unlawful or void; (iii) the Shareholder are required to repay in advance of the indebtedness it owned to any third party, or the Shareholder are unable to repay its outstanding indebtedness on schedule; (iv) any permits, licenses, approvals or authorizations of government agencies that make this Agreement enforceable, legal and effective being revoked, suspended or have material adverse change; (v) there is unfavorable change to the Shareholder’s assets, which lead Zhongming to believe that the Shareholder’s capacity for performing its obligations under the terms of this Agreement have been affected; (vi) the successor or custodian of Zhongmin can only perform part of or refuse to perform the obligations under the Principal Agreements; (vii) any other situation under which Zhongming is unable, or might not be able to exercise its Pledge. 8.2 9.2 Upon the occurrence and during the continuance of an Event of Default, Zhongming shall have the Pledgee right to require the Shareholder to immediately pay any amount payable by Zhongmin under the Principal Agreement, any other due payments and all the direct, indirect and derivative losses and losses of anticipated profits suffered by Zhongming, and Zhongming shall have the right to exercise all such rights as a secured party pledgee under any applicable Chinese PRC law, including the PRC Guarantee Law of the People's Republic of China and the PRC Property LawLaw of the People's Republic of China, as in effect from time to time, including without limitations: 8.2.1 (i) to sell all or any part of the Pledged Equity in Interests at one or more public or private sales upon three (3) days’ written notice to Pledgorsthe pledgor, and any such sale or sales may be made for cash, upon credit, or for future delivery; or; 8.2.2 (ii) to execute an agreement with the Pledgors Shareholder to acquire the Pledged Equity Interests based on its monetary value which shall be determined by referencing the market price of the pledged property; The Pledgee has priority to the proceeds obtained by disposition of the Pledged Equity according to the aforesaid means for repayment of fees listed under Section 3 of this Agreementproperty or another price as agreed between parties. 8.3 9.3 The Pledgors Shareholder and the CompanyZhongmin, at the request of the PledgeeZhongming, shall take all lawful and appropriate actions to ensure the Pledgeesecure Zhongming’s exercise of the Pledge right. For the purpose of the foregoing, the Pledgors Shareholder and the Company should Zhongmin shall sign all the documents and materials and carry out all measures and take all actions and measures reasonably required by Zhongming. 9.4 The proceeds from the Pledgeeexercise 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 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 by applicable PRC laws, the Pledgor shall donate the aforementioned proceeds to the Pledgee or any other person designated by the Pledgee at its sole discretion and without compensation.

Exercise of Pledge. 8.1 Each of the following shall constitute an event of default (“Event of Default”) hereunder (and an Event of Default is “continuing” if it has not been remedied or waived): 8.1.1 (i) any statement, warranty or representation made by the Pledgors Shareholders, Guangzhou Hengye or the Company, its subsidiaries under this Agreement or any of the Principal Agreements are not true, complete or and accurate in any aspect; or the Pledgors Shareholders, Guangzhou Hengye or the Company breaches its subsidiaries breach or fails fail to fulfill any obligation or abide by any covenants and undertakings under this Agreement or any Principal Agreements; or 8.1.2 (ii) any obligation or more of the Pledgors obligations of the Shareholders, Guangzhou Hengye or the Company its subsidiaries under this Agreement or any of the Principal Agreements is are deemed as unlawful or void. 8.2 Upon the occurrence and during the continuance of an Event of Default, the Pledgee WFOE shall have the right to exercise all such rights as a secured party under any applicable Chinese law, including the PRC Guarantee Law of the People’s Republic of China and the PRC Property LawLaw of the People’s Republic of China, as in effect from time to time, including without limitations: 8.2.1 (i) to sell all or any part of the Pledged Equity in at one or more public or private sales upon three (3) days’ written notice to PledgorsPledgor, and any such sale or sales may be made for cash, upon credit, or for future delivery; or 8.2.2 (ii) to execute an agreement with the Pledgors Shareholders to acquire the Pledged Equity based on its monetary value which shall be determined by referencing the market price of the pledged property; . (iii) The Pledgee WFOE has priority to the proceeds obtained by disposition of the Pledged Equity according to the aforesaid means for repayment of fees listed under Section 3 of this Agreement. 8.3 The Pledgors Shareholders and the CompanyGuangzhou Hengye, at the request of the PledgeeWFOE, shall should take all lawful and appropriate actions to ensure the Pledgeesecure WFOE’s exercise of the Pledge right. For the purpose of the foregoing, the Pledgors Shareholders and the Company Guangzhou Hengye should sign all the documents and materials and carry out all measures and take all actions and measures reasonably required by the PledgeeWFOE.

Exercise of Pledge. 8.1 Each of the following shall constitute an event of default (“Event of Default”) hereunder (and an Event of Default is “continuing” if it has not been remedied or waived): 8.1.1 any statement, warranty or representation made by the Pledgors Pledgor(s) or the Company, under this Agreement or any of the Principal Agreements are not true, complete or accurate in any aspect; or the Pledgors Pledgor(s) or the Company breaches or fails to fulfill any obligation or abide by any covenants and undertakings under this Agreement or any Principal Agreements; or 8.1.2 any obligation of the Pledgors Pledgor(s) or the Company under this Agreement or any of the Principal Agreements is deemed as unlawful or void. 8.2 Upon the occurrence and during the continuance of an Event of Default, the Pledgee shall have the right to exercise all such rights as a secured party under any applicable Chinese law, including the PRC Guarantee Law and the PRC Property Law, as in effect from time to time, including without limitations: 8.2.1 to sell all or any part of the Pledged Equity in one or more public or private sales upon three (3) days’ written notice to PledgorsPledgor(s), and any such sale or sales may be made for cash, upon credit, or for future delivery; or 8.2.2 to execute an agreement with the Pledgors Pledgor(s) to acquire the Pledged Equity based on its monetary value which shall be determined by referencing the market price of the pledged property; The Pledgee has priority to the proceeds obtained by disposition of the Pledged Equity according to the aforesaid means for repayment of fees listed under Section 3 of this Agreement. 8.3 The Pledgors Pledgor(s) and the Company, at the request of the Pledgee, shall take all lawful and appropriate actions to ensure the Pledgee’s exercise of the Pledge right. For the purpose of the foregoing, the Pledgors Pledgor(s) and the Company should sign all the documents and materials and take all actions and measures reasonably required by the Pledgee.