Disposition of Pledged Collateral. To the extent not prohibited by applicable law, after the occurrence and during the continuance of an Equipment Return Default or an election by CCT Shanghai under Section 2.3 of the Technical Services Agreement, (a) Upon the written request of CCT Shanghai, each Pledgor shall promptly and at its own expense assemble any or all of the Pledged Collateral owned by it and not in the possession of such Pledgor, and make it available to CCT Shanghai, at any place designated in writing by CCT Shanghai which is reasonably convenient to such Pledgor and CCT Shanghai. (b) CCT Shanghai may retain ownership in or will be entitled to sell the Pledged Collateral at public or private sale with or without having any or all of the Pledged Collateral at the place of sale, upon terms, in such manner, at such time or times, and at such place or places as CCT Shanghai may determine to be commercially reasonable, and each Pledgor agrees that a private sale or a sale on extended payment terms, or in exchange for property, stock or other consideration will not for such reason alone be deemed to be commercially unreasonable. The Pledged Collateral may be sold in one lot as an entirety or in separate parcels. Pledgors are expressly authorized to grant, with or without compensation, options to purchase or acquire rights in the Pledged Collateral. CCT Shanghai may purchase any or all of the Pledged Collateral sold at any public sale and, to the extent not prohibited by applicable law, may purchase any or all of the Pledged Collateral sold at any private sale, including by a credit bid. Each Pledgor and CCL irrevocably consent to the sale of any or all of the Pledged Collateral by CCT Shanghai. (c) CCT Shanghai may, in its sole discretion, restrict the prospective bidders or purchasers at any sale as to their number, nature of business, financial or business expertise, net worth or financial resources and investment intention or on the basis of any other factors CCT Shanghai deems advisable. Any sale of the Pledged Collateral may be subject to the requirement that any purchase of all or any part of the Pledged Collateral must be for the purpose of investment and without any intention to make a distribution thereof. (d) CCT Shanghai expressly agrees that it shall give at least ten days’ notice to the Pledgors of the time and place of any public sale of Pledged Collateral or of the time after which a private sale of Pledged Collateral may take place, and that such notice will constitute reasonable notice under all circumstances, except to the extent that mandatory non-waivable requirements of applicable law require a longer notice period. CCT Shanghai will not be obligated to hold any sale pursuant to any such notice and may, without notice or publication, adjourn any public or private sale by announcement at the time and place fixed for such sale, and a subsequent sale may be held at the time and place designated in such announcement without further notice or publication. To the extent not prohibited by applicable law, each Pledgor irrevocably waives any right it may have to demand of performance or other demand, advertisement, judicial hearing or notice to it (other than as set forth in this Section 7.5) or any other Person in connection with the collection, sale or other disposition of, or realization upon, the Pledged Collateral. (e) Secured Party may settle, pay or discharge any or all taxes, liens, claims and other charges with respect to the Pledged Collateral, and may procure or continue insurance with respect to the Pledged Collateral. All sums expended by the Pledgors pursuant to this Section 7.5(e) will constitute Secured Obligations secured by Pledgor. CCT Shanghai will have no duty to take any action authorized by this Section 7.5(e), and no sale of the Pledged Collateral will be deemed to have been commercially unreasonable by reason of CCT Shanghai’s decision not to take any action.
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Disposition of Pledged Collateral. To the extent not prohibited by applicable law, after the occurrence and during the continuance of an Equipment Return Default or an election by CCT Shanghai under Section 2.3 of each of the Technical Services AgreementAgreements,
(a) Upon the written request of CCT Shanghai, each Pledgor shall promptly and at its own expense assemble any or all of the Pledged Collateral owned by it and not in the possession of such Pledgor, and make it available to CCT Shanghai, at any place designated in writing by CCT Shanghai which is reasonably convenient to such Pledgor and CCT Shanghai.
(b) CCT Shanghai may retain ownership in or will be entitled to sell the Pledged Collateral at public or private sale with or without having any or all of the Pledged Collateral at the place of sale, upon terms, in such manner, at such time or times, and at such place or places as CCT Shanghai may determine to be commercially reasonable, and each Pledgor agrees that a private sale or a sale on extended payment terms, or in exchange for property, stock or other consideration will not for such reason alone be deemed to be commercially unreasonable. The Pledged Collateral may be sold in one lot as an entirety or in separate parcels. Pledgors are expressly authorized to grant, with or without compensation, options to purchase or acquire rights in the Pledged Collateral. CCT Shanghai may purchase any or all of the Pledged Collateral sold at any public sale and, to the extent not prohibited by applicable law, may purchase any or all of the Pledged Collateral sold at any private sale, including by a credit bid. Each Pledgor and CCL CCLX irrevocably consent to the sale of any or all of the Pledged Collateral by CCT Shanghai.
(c) CCT Shanghai may, in its sole discretion, restrict the prospective bidders or purchasers at any sale as to their number, nature of business, financial or business expertise, net worth or financial resources and investment intention or on the basis of any other factors CCT Shanghai deems advisable. Any sale of the Pledged Collateral may be subject to the requirement that any purchase of all or any part of the Pledged Collateral must be for the purpose of investment and without any intention to make a distribution thereof.
(d) CCT Shanghai expressly agrees that it shall give at least ten days’ notice to the Pledgors of the time and place of any public sale of Pledged Collateral or of the time after which a private sale of Pledged Collateral may take place, and that such notice will constitute reasonable notice under all circumstances, except to the extent that mandatory non-waivable requirements of applicable law require a longer notice period. CCT Shanghai will not be obligated to hold any sale pursuant to any such notice and may, without notice or publication, adjourn any public or private sale by announcement at the time and place fixed for such sale, and a subsequent sale may be held at the time and place designated in such announcement without further notice or publication. To the extent not prohibited by applicable law, each Pledgor irrevocably waives any right it may have to demand of performance or other demand, advertisement, judicial hearing or notice to it (other than as set forth in this Section 7.5) or any other Person in connection with the collection, sale or other disposition of, or realization upon, the Pledged Collateral.
(e) Secured Party may settle, pay or discharge any or all taxes, liens, claims and other charges with respect to the Pledged Collateral, and may procure or continue insurance with respect to the Pledged Collateral. All sums expended by the Pledgors pursuant to this Section 7.5(e) will constitute Secured Obligations secured by Pledgor. CCT Shanghai will have no duty to take any action authorized by this Section 7.5(e), and no sale of the Pledged Collateral will be deemed to have been commercially unreasonable by reason of CCT Shanghai’s decision not to take any action.
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