DELIVER ALL OR ANY OF THE COLLATERAL (OR CONTRACT TO DO
ANY OF THE FOREGOING), IN ONE OR MORE PARCELS AT PUBLIC OR PRIVATE SALE OR
SALES, IN THE OVER-THE-OUNTER MARKET, AT ANY EXCHANGE, BROKER'S BOARD OR OFFICE
OF NEC OR ELSEWHERE UPON SUCH TERMS AND CONDITIONS AS IT MAY DEEM ADVISABLE AND
AT SUCH PRICES AS IT MAY DEEM BEST, FOR CASH OR ON CREDIT OR FOR FUTURE DELIVERY
WITHOUT ASSUMPTION OF ANY CREDIT RISK.
NEC SHALL HAVE THE RIGHT UPON ANY SUCH
PUBLIC SALE OR SALES, AND, TO THE EXTENT PERMITTED BY LAW, UPON ANY SUCH PRIVATE
SALE OR SALES, TO PURCHASE THE WHOLE OR ANY PART OF THE COLLATERAL SO SOLD, FREE
OF ANY RIGHT OR EQUITY OF REDEMPTION IN PLEDGOR, WHICH RIGHT OR EQUITY IS HEREBY
WAIVED OR RELEASED.
PLEDGOR RECOGNIZES THAT LENDER MAY BE UNABLE TO EFFECT A
PUBLIC SALE OF ANY OR ALL OF THE PLEDGED STOCK, BY REASON OF CERTAIN
PROHIBITIONS CONTAINED IN APPLICABLE SECURITIES LAWS OR OTHERWISE, AND MAY BE
COMPELLED TO RESORT TO ONE OR MORE PRIVATE SALES THEREOF TO A LIMITED GROUP OF
PURCHASERS.
(D)
THE PROCEEDS AND THE PROCEEDS OF ANY SUCH COLLECTION, RECOVERY,
RECEIPT, APPROPRIATION, REALIZATION OR SALE OF ANY OF THE COLLATERAL BY NEC
PURSUANT TO THE TERMS HEREOF AFTER AN EVENT OF DEFAULT SHALL BE APPLIED AS
FOLLOWS:
FIRST:
To the payment of the costs and expenses associated therewith, including
the out-of-pocket expenses of NEC and the reasonable fees and out-of-pocket
expenses of counsel employed by NEC in connection therewith;
SECOND:
To the payment of all amounts then owing to Lender under the Loan
Agreement, in the order provided in the Loan Agreement;
8
THIRD:
To the payment of all remaining amounts then owing to in respect of the
Secured Obligations; and
FOURTH:
The balance (if any) of the proceeds shall be paid to the Pledgor or
its successors or assigns.
7.
REALIZATION EVENTS
(A)
IF LENDER OR NEC (ON BEHALF OF LENDER), IN THE EXERCISE OF ITS
RIGHTS AND REMEDIES HEREUNDER, ELECTS (I) TO RECEIVE, APPROPRIATE OR OTHERWISE
REALIZE UPON ALL OR ANY OF THE PLEDGED STOCK (A "REALIZATION") OR (II) TO SELL,
ASSIGN OR OTHERWISE TRANSFER AND
DELIVER THE PLEDGED STOCK IN ONE OR MORE
PARCELS AT PUBLIC OR PRIVATE SALE OR SALES (A "SALE"), NEC (ON BEHALF OF LENDER)
SHALL FIRST SEND A WRITTEN NOTICE TO PLEDGOR (A "PROPOSAL NOTICE") THAT SHALL
STATE: (I) THE MAXIMUM NUMBER OF SHARES SUBJECT TO THE REALIZATION OR SALE
(EACH, A "REALIZATION EVENT") (THE "SUBJECT SHARES"); AND (II) THE PURCHASE
PRICE PER SHARE PROPOSED TO BE REALIZED OR PAID FOR THE SUBJECT SHARES (THE
"PROPOSED REALIZATION PRICE").
(B)
WITHIN FIFTEEN (15) DAYS AFTER DELIVERY OF THE PROPOSAL NOTICE
PURSUANT TO SECTION 7(A) (THE "REQUEST PERIOD"), PLEDGOR SHALL HAVE THE RIGHT TO
REQUEST THAT THE FAIR VALUE (AS HEREINAFTER DEFINED) OF THE SUBJECT SHARES BE
DETERMINED BY AN APPRAISER IN ACCORDANCE WITH THE PROCEDURE SET FORTH IN SECTION
7(C).
THE RIGHT OF PLEDGOR TO REQUEST THAT A