Common use of Exercise of the Pledge Rights Clause in Contracts

Exercise of the Pledge Rights. 8.1 Any of the following events will constitute an exercise event hereunder (the “Exercise Event”) (except remedies or exemption has been made, the Exercise Event will be deemed to be “continuous”): 8.1.1 Any representations, warranties or declarations made by the Pledgors or the Company under this Agreement or the Main Agreements are untrue, incomplete or inaccurate; or, the Pledgors or the Company breaches, or fails to perform any obligations or comply with any undertakings, under this Agreement or the Main Agreements. 8.1.2 Any or more of the Pledgors’ or the Company’s obligations under this Agreement or any of the Main Agreements are deemed to be illegal or invalid. 8.1.3 The Company terminates business or is dissolved, or is ordered to terminate business or dissolve, or becomes bankrupt. 8.1.4 The Pledgors and/or the Company involves any disputes, proceedings, arbitrations or administrative procedures or any other legal proceedings or governmental consultancy, action or investigation as reasonably deemed by the Pledgee to have material adverse effects upon any of the following matters: (i) the capacity for the Pledgors’ performance of their obligations under this Agreement or any of the Main Agreements, or (ii) the capacity for the Company’s performance of their obligations under this Agreement or any of the Main Agreements. 8.1.5 Any other circumstances under which the Pledged Equity may be disposed pursuant to the applicable laws and regulations. 8.2 Once upon the occurrence of an Exercise Event and during the existence of such Exercise Event, the Pledgee shall have the right to exercise all rights as the guaranteed person pursuant to the effective PRC laws (including but not limited to the provisions of the Guarantee Act of the People’s Republic of China and the Property Act of the People’s Republic of China), including but not limited to: 8.2.1 to sell, auction or realize part or all of the Pledged Equity at one or more public or private trading occasions, under which situation the transaction may be carried out in cash, credit trade or future delivery; or 8.2.2 to execute, or nominate any entity to execute, an agreement with the Pledgors to purchase the Pledged Equity at the currency value as determined by reference to the market price of the pledged property. The Pledgee shall have the right to firstly compensated regarding the costs and expenses described in Section 3 above from the price obtained by disposal of the Pledged Equity as per the manner above. 8.3 The Pledgee may directly exercise its pledge rights hereunder without firstly exercising other guarantee or rights, or taking any other action or procedures against the Pledgors and/or the Company or any other persons, or firstly exercising any other breach of contract remedies. 8.4 Upon the Pledgee’s request, the Pledgors and the Company shall take any and all legal and appropriate action to ensure the exercise by the Pledgee of its pledge rights. With respect to the foregoing, the Pledgors and the Company shall execute all documents and materials, and take all measures and action, as reasonably requested by the Pledgee.

Exercise of the Pledge Rights. 8.1 Any of the following events will constitute an exercise event hereunder (the “Exercise Event”) (except remedies or exemption has been made, the Exercise Event will be deemed to be “continuous”): 8.1.1 Any representations, warranties or declarations made by the Pledgors or the Company under this Agreement or the Main Agreements are untrue, incomplete or inaccurate; or, the Pledgors or the Company breaches, or fails to perform any obligations or comply with any undertakings, under this Agreement or the Main Agreements. 8.1.2 Any or more of the Pledgors’ or the Company’s obligations under this Agreement or any of the Main Agreements are deemed to be illegal or invalid. 8.1.3 The Company terminates business or is dissolved, dissolved or is ordered to terminate business or dissolve, or becomes bankrupt. 8.1.4 The Pledgors and/or the Company involves any disputes, proceedings, arbitrations or administrative procedures or any other legal proceedings or governmental consultancy, action or investigation as reasonably deemed by the Pledgee to have material adverse effects upon any of the following matters: (i) the capacity for the Pledgors’ performance of their obligations under this Agreement or any of the Main Agreements, or (ii) the capacity for the Company’s performance of their obligations under this Agreement or any of the Main Agreements. 8.1.5 Any other circumstances under which the Pledged Equity may be disposed pursuant to the applicable laws and regulations. 8.2 Once upon the occurrence of an Exercise Event and during the existence of such Exercise Event, the Pledgee shall have the right to exercise all rights as the guaranteed person pursuant to the effective PRC laws (including but not limited to the provisions of the Guarantee Act of the People’s Republic of China and the Property Act of the People’s Republic of China), including but not limited to: 8.2.1 to sell, auction or realize part or all of the Pledged Equity at one or more public or private trading occasions, under which situation the transaction may be carried out in cash, credit trade or future delivery; or 8.2.2 to execute, or nominate any entity to execute, an agreement with the Pledgors to purchase the Pledged Equity at the currency value as determined by reference to the market price of the pledged property. The Pledgee shall have the right to firstly compensated regarding the costs and expenses described in Section 3 above from the price obtained by disposal of the Pledged Equity as per the manner above. 8.3 The Pledgee may directly exercise its pledge rights hereunder without firstly exercising other guarantee or rights, or taking any other action or procedures against the Pledgors and/or the Company or any other persons, or firstly exercising any other breach of contract remedies. 8.4 Upon the Pledgee’s request, the Pledgors and the Company shall take any and all legal and appropriate action to ensure the exercise by the Pledgee of its pledge rights. With respect to the foregoing, the Pledgors and the Company shall execute all documents and materials, and take all measures and action, as reasonably requested by the Pledgee.