AND SHALL BE IMMEDIATELY DUE AND PAYABLE AND SECURED
HEREBY), ALL OF WHICH SHALL BE DEEMED AUTHORIZED BY BORROWER.
ALL SUCH EXPENSES
NOT PAID WHEN DUE SHALL ACCRUE INTEREST AT THE DEFAULT RATE.
(D)
WITHOUT LIMITING THE GENERALITY OF THE OTHER PROVISIONS OF THIS
AGREEMENT, LENDER IS HEREBY AUTHORIZED BY BORROWER, BUT NOT OBLIGATED, IN THE
EVENT OF ANY EVENT OF DEFAULT HEREUNDER GIVING RISE TO LENDER'S RIGHTS TO SELL
OR OTHERWISE DISPOSE OF THE COLLATERAL, AND AFTER THE GIVING OF ANY NOTICES
REQUIRED HEREIN, TO SELL ALL OR ANY PART OF THE COLLATERAL AT PRIVATE SALE,
SUBJECT TO AN INVESTMENT LETTER OR IN ANY OTHER MANNER WHICH WILL NOT REQUIRE
THE COLLATERAL, OR ANY PART THEREOF, TO BE REGISTERED IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR OTHER APPLICABLE
RULES AND REGULATIONS PROMULGATED THEREUNDER, OR ANY OTHER LAW OR REGULATION, AT
THE BEST PRICE REASONABLY OBTAINABLE BY LENDER AT ANY SUCH PRIVATE SALE OR OTHER
DISPOSITION IN THE MANNER MENTIONED ABOVE, AND BORROWER SPECIFICALLY
ACKNOWLEDGES THAT ANY SUCH DISPOSITION SHALL BE COMMERCIALLY REASONABLE UNDER
THE UCC EVEN THOUGH ANY SUCH PRIVATE SALES MAY BE AT PRICES AND ON TERMS LESS
FAVORABLE THAN THOSE OBTAINABLE THROUGH A PUBLIC
37
SALE WITHOUT SUCH RESTRICTIONS, AND AGREES THAT LENDER SHALL HAVE NO OBLIGATION
TO ENGAGE IN PUBLIC SALES AND NO OBLIGATION TO DELAY THE SALE OF ANY COLLATERAL
FOR THE PERIOD OF TIME NECESSARY TO PERMIT THE ISSUER THEREOF TO REGISTER IT FOR
A FORM OF PUBLIC SALE REQUIRED BY REGISTRATION UNDER THE SECURITIES ACT OR UNDER
APPLICABLE STATE SECURITIES LAWS, EVEN IF SUCH ISSUER WOULD, OR SHOULD AGREE TO,
SO REGISTER IT.
LENDER IS ALSO HEREBY AUTHORIZED BY BORROWER, BUT NOT
OBLIGATED, TO TAKE SUCH ACTIONS, GIVE SUCH NOTICES, OBTAIN SUCH CONSENTS, AND DO
SUCH OTHER THINGS AS LENDER MAY DEEM REQUIRED OR APPROPRIATE IN THE EVENT OF A
SALE OR DISPOSITION OF ANY OF THE COLLATERAL.
IF LENDER DETERMINES TO EXERCISE
ITS RIGHT TO SELL ANY OR ALL OF THE COLLATERAL, UPON WRITTEN REQUEST, BORROWER
SHALL AND SHALL CAUSE EACH ISSUER OF ANY PLEDGED INTERESTS OR OTHER EQUITY
INTERESTS OWNED BY BORROWER TO BE SOLD HEREUNDER FROM TIME TO TIME TO FURNISH TO
LENDER ALL SUCH INFORMATION AS LENDER MAY REQUEST IN ORDER TO DETERMINE THE
NUMBER OF SHARES AND OTHER INSTRUMENTS INCLUDED IN THE COLLATERAL WHICH MAY BE
SOLD BY LENDER IN EXEMPT TRANSACTIONS UNDER THE SECURITIES ACT AND THE RULES AND
REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION THEREUNDER, AS THE SAME
ARE FROM TIME TO TIME IN EFFECT.
BORROWER CLEARLY UNDERSTANDS THAT LENDER MAY
AT ITS DISCRETION APPROACH A RESTRICTED NUMBER OF POTENTIAL PURCHASERS AND THAT
A SALE UNDER SUCH CIRCUMSTANCES MAY YIELD A LOWER PRICE FOR THE COLLATERAL, OR
ANY PART OR PARTS THEREOF, THAN WOULD OTHERWISE BE OBTAINABLE IF SAME WERE
REGISTERED AND SOLD IN THE OPEN MARKET.
BORROWER AGREES:
(I) IN THE EVENT
LENDER SHALL, UPON AN EVENT OF DEFAULT HEREUNDER, SELL THE COLLATERAL, OR ANY
PORTION