IT, AND THE COMPANY SHALL HAVE ALL OF THE RIGHTS AND
REMEDIES OF A SECURED PARTY UNDER THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN
THE STATE OF DELAWARE.
3
(B)
EXCEPT AS SPECIFICALLY RESERVED HEREIN, BORROWER WAIVES ALL
SURETYSHIP DEFENSES AT LAW AND IN EQUITY, INCLUDING WASTE AND IMPAIRMENT OF
COLLATERAL, AND FURTHER WAIVES THE REQUIREMENT OF ANY DEMAND AND PRESENTMENT.
TWENTY-ONE (21) DAYS' PRIOR NOTICE TO BORROWER AT THE ADDRESS PROVIDED BELOW OR
AT SUCH OTHER ADDRESS AS BORROWER SHALL PROVIDE TO THE COMPANY IN WRITING FOR
SUCH PURPOSE, OF THE TIME AND PLACE OF ANY PUBLIC SALE OF COLLATERAL, OR OF THE
TIME AFTER WHICH ANY PRIVATE SALE OR ANY OTHER INTENDED DISPOSITION IS TO BE
MADE, SHALL CONSTITUTE REASONABLE NOTIFICATION.
(C)
THE COMPANY IS AUTHORIZED AT ANY SUCH SALE (INCLUDING WITHOUT
LIMITATION ANY SALE TO ITSELF OR ANY AFFILIATE OF THE COMPANY, THE SAME BEING
EXPRESSLY AUTHORIZED AND CONTEMPLATED HEREIN), IF THE COMPANY DEEMS IT ADVISABLE
TO DO SO, IN ORDER TO COMPLY WITH ANY APPLICABLE SECURITIES LAWS, TO RESTRICT
THE PROSPECTIVE BIDDERS OR PURCHASERS TO PERSONS WHO WILL REPRESENT AND AGREE
THAT THEY ARE PURCHASING THE COLLATERAL FOR THEIR OWN ACCOUNT FOR INVESTMENT,
AND NOT WITH A VIEW TO THE DISTRIBUTION OR RESALE THEREOF.
SALES MADE SUBJECT
TO SUCH RESTRICTION SHALL NOT, SOLELY BY REASON THEREOF, BE DEEMED NOT TO HAVE
BEEN MADE IN A COMMERCIALLY REASONABLE MANNER.
(D)
THE COMPANY IS SPECIFICALLY AUTHORIZED, WITH RESPECT TO ANY
COLLATERAL THAT CONSISTS OF SHARES, TO ACQUIRE SUCH COLLATERAL ITSELF OR TO
TRANSFER SUCH COLLATERAL TO ANY AFFILIATE OF THE COMPANY AT A PRICE EQUAL TO THE
REPURCHASE PRICE AS THAT TERM IS DEFINED IN THE OPTION AGREEMENT.
BORROWER
EXPRESSLY WAIVES ANY REQUIREMENT THAT THE COMPANY CONDUCT A PUBLIC OR PRIVATE
SALE WITH RESPECT TO SUCH SHARES AND AGREES THAT SUCH A DISPOSITION IS
COMMERCIALLY REASONABLE.
(E)
IN CASE OF ANY SALE OF ALL OR PART OF THE COLLATERAL ON CREDIT FOR
FUTURE DELIVERY, THE COLLATERAL SO SOLD SHALL BE RETAINED BY THE COMPANY UNTIL
THE PURCHASE PRICE IS PAID.
THE COMPANY SHALL INCUR NO LIABILITY IN CASE OF THE
FAILURE OF THE PURCHASER TO PAY FOR THE COLLATERAL AS SO SOLD IF THE COLLATERAL
IS RECOVERED, OR OF THE FAILURE OF THE COMPANY TO MAKE ANY SALE OF COLLATERAL
AFTER GIVING NOTICE THEREOF, AND IN CASE OF ANY SUCH FAILURE, SUCH COLLATERAL
MAY AGAIN BE SOLD.
(F)
SUBJECT TO THE TERMS OF THE NOTE, ALL CASH PROCEEDS RECEIVED BY
THE COMPANY IN RESPECT OF ANY SALE, COLLECTION OR OTHER ENFORCEMENT OR
DISPOSITION OF COLLATERAL SHALL BE APPLIED (AFTER DEDUCTION OF ANY AMOUNTS
PAYABLE TO THE COMPANY FOR REASONABLE EXPENSES OF THE SALE, COLLECTION OR
DISPOSITION OF COLLATERAL) AGAINST OBLIGATIONS IN SUCH ORDER AS THE COMPANY
SHALL ELECT.
UPON PAYMENT IN FULL OF ALL OBLIGATIONS, BORROWER SHALL BE
ENTITLED TO THE RETURN OF ALL COLLATERAL PLEDGED BY HIM AND ALL PROCEEDS
THEREOF, WHICH HAVE NOT BEEN USED OR APPLIED TOWARD THE PAYMENT OF OBLIGATIONS
AS HEREIN