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THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “ACT”). THE SECURITIES
MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID
ACT, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE
CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS
THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR UNLESS SOLD
PURSUANT TO RULE 144 OR REGULATION S UNDER SAID ACT.
CALLABLE SECURED CONVERTIBLE NOTE
Uniondale, NY
December 19, 2007
$10,600
FOR VALUE RECEIVED , GOLDEN PATRIOT,
CORP. , a Nevada Corporation (hereinafter called the “
Borrower ”), hereby promises to pay to the order of
AJW PARTNERS, LLC or registered assigns (the “
Holder ”) the sum of $10,600, on December 19, 2010
(the “Maturity Date ”), and to pay interest
on the unpaid principal balance hereof at the rate of eight
percent (8%) (the “ Interest Rate ”) per
annum from December 19, 2007 (the “ Issue Date
”) until the same becomes due and payable, whether at
maturity or upon acceleration or by prepayment or otherwise.
Any amount of principal or interest on this Note which is
not paid when due shall bear interest at the rate of fifteen
percent (15%) per annum from the due date thereof until the same
is paid (“ Default Interest ”).
Interest shall commence accruing on the Issue Date, shall
be computed on the basis of a 365-day year and the actual number
of days elapsed and shall be payable quarterly provided that no
interest shall be due and payable for any month in which the
Trading Price (as such term is defined below) is greater than
$.1125 for each Trading Day (as such term is defined below) of
the month. All payments due hereunder (to the extent not
converted into common stock, $.0001 par value per share (the
“Common Stock” ) in accordance with the terms
hereof) shall be made in lawful money of the United States of
America. All payments shall be made at such address as the
Holder shall hereafter give to the Borrower by written notice
made in accordance with the provisions of this Note.
Whenever any amount expressed to be due by the terms of
this Note is due on any day which is not a business day, the
same shall instead be due on the next succeeding day which is a
business day and, in the case of any interest payment date which
is not the date on which this Note is paid in full, the
extension of the due date thereof shall not be taken into
account for purposes of determining the amount of interest due
on such date. As used in this Note, the term
“business day” shall mean any day other than a
Saturday, Sunday or a day on which commercial banks in the city
of New York, New York are authorized or required by law or
executive order to remain closed. Each
capitalized term used herein, and not otherwise
defined, shall have the meaning ascribed thereto in that certain
Securities Purchase Agreement, dated December 19, 2007, pursuant
to which this Note was originally issued (the “
Purchase Agreement ”).
This Note is free from all taxes, liens, claims
and encumbrances with respect to the issue thereof and shall not
be subject to preemptive rights or other similar rights of
shareholders of the Borrower and will not impose personal
liability upon the holder thereof. The obligations of the
Borrower under this Note shall be secured by that certain
Security Agreement and Intellectual Property Security Agreement,
each dated December 19, 2007 by and between the Borrower and the
Holder.
The following terms shall apply to this
Note:
ARTICLE I. CONVERSION RIGHTS
1.1
Conversion Right . The
Holder shall have the right from time to time, and at any time
on or prior to the earlier of (i) the Maturity Date and (ii) the
date of payment of the Default Amount (as defined in Article
III) pursuant to Section 1.6(a) or Article III, the Optional
Prepayment Amount (as defined in Section 5.1 or any payments
pursuant to Section 1.7, each in respect of the remaining
outstanding principal amount of this Note to convert all or any
part of the outstanding and unpaid principal amount of this Note
into fully paid and non-assessable shares of Common Stock, as
such Common Stock exists on the Issue Date, or any shares of
capital stock or other securities of the Borrower into which
such Common Stock shall hereafter be changed or reclassified at
the conversion price (the “ Conversion Price
”) determined as provided herein (a “
Conversion ”); provided , however ,
that in no event shall the Holder be entitled to convert any
portion of this Note in excess of that portion of this Note upon
conversion of which the sum of (1) the number of shares of
Common Stock beneficially owned by the Holder and its affiliates
(other than shares of Common Stock which may be deemed
beneficially owned through the ownership of the unconverted
portion of the Notes or the unexercised or unconverted portion
of any other security of the Borrower (including, without
limitation, the warrants issued by the Borrower pursuant to the
Purchase Agreement) subject to a limitation on conversion or
exercise analogous to the limitations contained herein) and (2)
the number of shares of Common Stock issuable upon the
conversion of the portion of this Note with respect to which the
determination of this proviso is being made, would result in
beneficial ownership by the Holder and its affiliates of more
than 4.99% of the outstanding shares of Common Stock and
provided further that the Holder shall not be
entitled to convert any portion of this Note during any month
immediately succeeding a Determination Date on which the
Borrower exercises its prepayment option pursuant to Section 5.2
of this Note. For purposes of the proviso to the
immediately preceding sentence, beneficial ownership shall be
determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended, and Regulations 13D-G
thereunder, except as otherwise provided in clause (1) of such
proviso. The number of shares of Common Stock to be issued
upon each conversion of this Note shall be determined by
dividing the Conversion Amount (as defined below) by the
applicable Conversion Price then in effect on the date specified
in the notice of conversion, in the form attached hereto as
Exhibit A (the “ Notice of Conversion ”),
delivered to the Borrower by the Holder in accordance with
Section 1.4 below; provided that the Notice of Conversion is
submitted by facsimile (or by other means
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resulting in, or reasonably expected to result
in, notice) to the Borrower before 6:00 p.m., New York, New York
time on such conversion date (the “ Conversion Date
”). The term “ Conversion Amount
” means, with respect to any conversion of this Note, the
sum of (1) the principal amount of this Note to be converted in
such conversion plus (2) accrued and unpaid interest, if
any, on such principal amount at the interest rates provided in
this Note to the Conversion Date, provided, however, that the
Company shall have the right to pay any or all interest in cash
plus (3) Default Interest, if any, on the amounts
referred to in the immediately preceding clauses (1) and/or (2)
plus (4) at the Holder’s option, any amounts owed
to the Holder pursuant to Sections 1.3 and 1.4(g) hereof or
pursuant to Section 2(c) of that certain Registration Rights
Agreement, dated as of December 19, 2007, executed in connection
with the initial issuance of this Note and the other Notes
issued on the Issue Date (the “ Registration Rights
Agreement ”). The term “Determination
Date” means the last business day of each month after
the Issue Date.
1.2
Conversion Price .
(a)
Calculation of Conversion Price .
The Conversion Price shall be the Variable Conversion
Price (as defined herein) (subject, in each case, to equitable
adjustments for stock splits, stock dividends or rights
offerings by the Borrower relating to the Borrower’s
securities or the securities of any subsidiary of the Borrower,
combinations, recapitalization, reclassifications, extraordinary
distributions and similar events). The “ Variable
Conversion Price ” shall mean the Applicable
Percentage (as defined herein) multiplied by the Market Price
(as defined herein). “ Market Price ”
means the average of the lowest three (3) Trading Prices (as
defined below) for the Common Stock during the twenty (20)
Trading Day period ending one Trading Day prior to the date the
Conversion Notice is sent by the Holder to the Borrower via
facsimile (the “ Conversion Date ”).
“ Trading Price ” means, for any
security as of any date, the intraday trading price on the
Over-the-Counter Bulletin Board (the “ OTCBB
”) as reported by a reliable reporting service (
“Reporting Service” ) mutually acceptable to
Borrower and Holder and hereafter designated by Holders of a
majority in interest of the Notes and the Borrower or, if the
OTCBB is not the principal trading market for such security, the
intraday trading price of such security on the principal
securities exchange or trading market where such security is
listed or traded or, if no intraday trading price of such
security is available in any of the foregoing manners, the
average of the intraday trading prices of any market makers for
such security that are listed in the “pink sheets”
by the National Quotation Bureau, Inc. If the Trading
Price cannot be calculated for such security on such date in the
manner provided above, the Trading Price shall be the fair
market value as mutually determined by the Borrower and the
holders of a majority in interest of the Notes being converted
for which the calculation of the Trading Price is required in
order to determine the Conversion Price of such Notes.
“ Trading Day ” shall mean any day on
which the Common Stock is traded for any period on the OTCBB, or
on the principal securities exchange or other securities market
on which the Common Stock is then being traded. “
Applicable Percentage ” shall mean 50%; provided,
however, that the Applicable Percentage shall be increased to
(i) 55% in the event that the Registration Statement (as defined
in the Registration Rights Agreement) is filed on or before the
Filing Date (as defined in the in the Registration Rights
Agreement) and (ii) 60% in the event that the Registration
Statement (as defined in the Registration Rights Agreement)
becomes effective on or before the Effectiveness Deadline (as
defined in the Registration Rights Agreement). In
addition, the Holder agrees that it will limit all of its
conversions to no more than the greater of (1) $75,000 per
calendar month;
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or (2) the average daily dollar volume
calculated during the ten (10) business days prior to a
conversion, per conversion.
(b)
Conversion Price During Major
Announcements . Notwithstanding anything
contained in Section 1.2(a) to the contrary, in the event the
Borrower (i) makes a public announcement that it intends to
consolidate or merge with any other corporation (other than a
merger in which the Borrower is the surviving or continuing
corporation and its capital stock is unchanged) or sell or
transfer all or substantially all of the assets of the Borrower
or (ii) any person, group or entity (including the Borrower)
publicly announces a tender offer to purchase 50% or more of the
Borrower’s Common Stock (or any other takeover scheme)
(the date of the announcement referred to in clause (i) or (ii)
is hereinafter referred to as the “ Announcement
Date ”), then the Conversion Price shall, effective
upon the Announcement Date and continuing through the Adjusted
Conversion Price Termination Date (as defined below), be equal
to the lower of (x) the Conversion Price which would have been
applicable for a Conversion occurring on the Announcement Date
and (y) the Conversion Price that would otherwise be in effect.
From and after the Adjusted Conversion Price Termination Date,
the Conversion Price shall be determined as set forth in this
Section 1.2(a). For purposes hereof, “
Adjusted Conversion Price Termination Date ” shall
mean, with respect to any proposed transaction or tender offer
(or takeover scheme) for which a public announcement as
contemplated by this Section 1.2(b) has been made, the date upon
which the Borrower (in the case of clause (i) above) or the
person, group or entity (in the case of clause (ii) above)
consummates or publicly announces the termination or abandonment
of the proposed transaction or tender offer (or takeover scheme)
which caused this Section 1.2(b) to become operative.
1.3
Authorized Shares . The
Borrower covenants that during the period the conversion right
exists, the Borrower will reserve from its authorized and
unissued Common Stock a sufficient number of shares, free from
preemptive rights, to provide for the issuance of Common Stock
upon the full conversion of this Note and the other Notes issued
pursuant to the Purchase Agreement. The Borrower is
required at all times to have authorized and reserved two times
the number of shares that is actually issuable upon full
conversion of the Notes (based on the Conversion Price of the
Notes or the Exercise Price of the Warrants in effect from time
to time) (the “ Reserved Amount ”). The
Reserved Amount shall be increased from time to time in
accordance with the Borrower’s obligations pursuant to
Section 4(h) of the Purchase Agreement. The Borrower
represents that upon issuance, such shares will be duly and
validly issued, fully paid and non-assessable. In
addition, if the Borrower shall issue any securities or make any
change to its capital structure which would change the number of
shares of Common Stock into which the Notes shall be convertible
at the then current Conversion Price, the Borrower shall at the
same time make proper provision so that thereafter there shall
be a sufficient number of shares of Common Stock authorized and
reserved, free from preemptive rights, for conversion of the
outstanding Notes. The Borrower (i) acknowledges that it
has irrevocably instructed its transfer agent to issue
certificates for the Common Stock issuable upon conversion of
this Note, and (ii) agrees that its issuance of this Note
shall constitute full authority to its officers and agents who
are charged with the duty of executing stock certificates to
execute and issue the necessary certificates for shares of
Common Stock in accordance with the terms and conditions of this
Note.
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If, at any time a Holder of this Note submits a
Notice of Conversion, and the Borrower does not have sufficient
authorized but unissued shares of Common Stock available to
effect such conversion in accordance with the provisions of this
Article I (a “ Conversion Default ”), subject
to Section 4.8, the Borrower shall issue to the Holder all of
the shares of Common Stock which are then available to effect
such conversion. The portion of this Note which the Holder
included in its Conversion Notice and which exceeds the amount
which is then convertible into available shares of Common Stock
(the “ Excess Amount ”) shall,
notwithstanding anything to the contrary contained herein, not
be convertible into Common Stock in accordance with the terms
hereof until (and at the Holder’s option at any time
after) the date additional shares of Common Stock are authorized
by the Borrower to permit such conversion, at which time the
Conversion Price in respect thereof shall be the lesser of (i)
the Conversion Price on the Conversion Default Date (as defined
below) and (ii) the Conversion Price on the Conversion Date
thereafter elected by the Holder in respect thereof. In
addition, the Borrower shall pay to the Holder payments (“
Conversion Default Payments ”) for a Conversion
Default in the amount of (x) the sum of (1) the then
outstanding principal amount of this Note plus (2)
accrued and unpaid interest on the unpaid principal amount of
this Note through the Authorization Date (as defined below)
plus (3) Default Interest, if any, on the amounts
referred to in clauses (1) and/or (2), multiplied by (y)
.24, multiplied by (z) (N/365), where N = the number of
days from the day the holder submits a Notice of Conversion
giving rise to a Conversion Default (the “ Conversion
Default Date ”) to the date (the “
Authorization Date ”) that the Borrower authorizes
a sufficient number of shares of Common Stock to effect
conversion of the full outstanding principal balance of this
Note. The Borrower shall use its best efforts to authorize
a sufficient number of shares of Common Stock as soon as
practicable following the earlier of (i) such time that the
Holder notifies the Borrower or that the Borrower otherwise
becomes aware that there are or likely will be insufficient
authorized and unissued shares to allow full conversion thereof
and (ii) a Conversion Default. The Borrower shall send
notice to the Holder of the authorization of additional shares
of Common Stock, the Authorization Date and the amount of
Holder’s accrued Conversion Default Payments. The
accrued Conversion Default Payments for each calendar month
shall be paid in cash or shall be convertible into Common Stock
(at such time as there are sufficient authorized shares of
Common Stock) at the applicable Conversion Price, at the
Borrower’s option, as follows:
(a)
In the event Holder elects to take such payment
in cash, cash payment shall be made to Holder by the fifth (5
th ) day of the month following the month in which it
has accrued; and
(b)
In the event Holder elects to take such payment
in Common Stock, the Holder may convert such payment amount into
Common Stock at the Conversion Price (as in effect at the time
of conversion) at any time after the fifth day of the month
following the month in which it has accrued in accordance with
the terms of this Article I (so long as there is then a
sufficient number of authorized shares of Common Stock).
The Holder’s election shall be made in
writing to the Borrower at any time prior to 6:00 p.m., New
York, New York time, on the third day of the month following the
month in which Conversion Default payments have accrued.
If no election is made, the Holder shall be deemed to have
elected to receive cash. Nothing herein shall limit the
Holder’s right to pursue actual damages (to the extent in
excess of the Conversion Default Payments) for the
Borrower’s
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failure to maintain a sufficient number of
authorized shares of Common Stock, and each holder shall have
the right to pursue all remedies available at law or in equity
(including degree of specific performance and/or injunctive
relief).
1.4
Method of Conversion .
(a)
Mechanics of Conversion .
Subject to Section 1.1, this Note may be converted by the Holder
in whole or in part at any time from time to time after the
Issue Date, by (A) submitting to the Borrower a Notice of
Conversion (by facsimile or other reasonable means of
communication dispatched on the Conversion Date prior to 6:00
p.m., New York, New York time) and (B) subject to Section
1.4(b), surrendering this Note at the principal office of the
Borrower.
(b)
Surrender of Note Upon Conversion .
Notwithstanding anything to the contrary set forth
herein, upon conversion of this Note in accordance with the
terms hereof, the Holder shall not be required to physically
surrender this Note to the Borrower unless the entire unpaid
principal amount of this Note is so converted. The Holder
and the Borrower shall maintain records showing the principal
amount so converted and the dates of such conversions or shall
use such other method, reasonably satisfactory to the Holder and
the Borrower, so as not to require physical surrender of this
Note upon each such conversion. In the event of any
dispute or discrepancy, such records of the Borrower shall be
controlling and determinative in the absence of manifest error.
Notwithstanding the foregoing, if any portion of this Note
is converted as aforesaid, the Holder may not transfer this Note
unless the Holder first physically surrenders this Note to the
Borrower, whereupon the Borrower will forthwith issue and
deliver upon the order of the Holder a new Note of like tenor,
registered as the Holder (upon payment by the Holder of any
applicable transfer taxes) may request, representing in the
aggregate the remaining unpaid principal amount of this Note.
The Holder and any assignee, by acceptance of this Note,
acknowledge and agree that, by reason of the provisions of this
paragraph, following conversion of a portion of this Note, the
unpaid and unconverted principal amount of this Note represented
by this Note may be less than the amount stated on the face
hereof.
(c)
Payment of Taxes . The
Borrower shall not be required to pay any tax which may be
payable in respect of any transfer involved in the issue and
delivery of shares of Common Stock or other securities or
property on conversion of this Note in a name other than that of
the Holder (or in street name), and the Borrower shall not be
required to issue or deliver any such shares or other securities
or property unless and until the person or persons (other than
the Holder or the custodian in whose street name such shares are
to be held for the Holder’s account) requesting the
issuance thereof shall have paid to the Borrower the amount of
any such tax or shall have established to the satisfaction of
the Borrower that such tax has been paid.
(d)
Delivery of Common Stock Upon
Conversion . Upon receipt by the Borrower from
the Holder of a facsimile transmission (or other reasonable
means of communication) of a Notice of Conversion meeting the
requirements for conversion as provided in this Section 1.4, the
Borrower shall issue and deliver or cause to be issued and
delivered to or upon the order of the Holder certificates for
the Common Stock issuable upon such conversion within three (3)
business days after such receipt (and, solely in the case of
conversion of the
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entire unpaid principal amount hereof, surrender
of this Note) (such third business day being hereinafter
referred to as the “ Deadline ”) in
accordance with the terms hereof and the Purchase Agreement
(including, without limitation, in accordance with the
requirements of Section 2(g) of the Purchase Agreement that
certificates for shares of Common Stock issued on or after the
effective date of the Registration Statement upon conversion of
this Note shall not bear any restrictive legend).
(e)
Obligation of Borrower to Deliver Common
Stock . Upon receipt by the Borrower of a Notice
of Conversion, the Holder shall be deemed to be the holder of
record of the Common Stock issuable upon such conversion, the
outstanding principal amount and the amount of accrued and
unpaid interest on this Note shall be reduced to reflect such
conversion, and, unless the Borrower defaults on its obligations
under this Article I, all rights with respect to the portion of
this Note being so converted shall forthwith terminate except
the right to receive the Common Stock or other securities, cash
or other assets, as herein provided, on such conversion.
If the Holder shall have given a Notice of Conversion as
provided herein, the Borrower’s obligation to issue and
deliver the certificates for Common Stock shall be absolute and
unconditional, irrespective of the absence of any action by the
Holder to enforce the same, any waiver or consent with respect
to any provision thereof, the recovery of any judgment against
any person or any action to enforce the same, any failure or
delay in the enforcement of any other obligation of the Borrower
to the holder of record, or any setoff, counterclaim,
recoupment, limitation or termination, or any breach or alleged
breach by the Holder of any obligation to the Borrower, and
irrespective of any other circumstance which might otherwise
limit such obligation of the Borrower to the Holder in
connection with such conversion. The Conversion Date
specified in the Notice of Conversion shall be the Conversion
Date so long as the Notice of Conversion is received by the
Borrower before 6:00 p.m., New York, New York time, on such
date.
(f)
Delivery of Common Stock by Electronic
Transfer . In lieu of delivering physical
certificates representing the Common Stock issuable upon
conversion, provided the Borrower’s transfer agent is
participating in the Depository Trust Company (“
DTC ”) Fast Automated Securities Transfer (“
FAST ”) program, upon request of the Holder and its
compliance with the provisions contained in Section 1.1 and in
this Section 1.4, the Borrower shall use its best efforts to
cause its transfer agent to electronically transmit the Common
Stock issuable upon conversion to the Holder by crediting the
account of Holder’s Prime Broker with DTC through its
Deposit Withdrawal Agent Commission (“ DWAC
”) system.
(g)
Failure to Deliver Common Stock Prior to
Deadline . Without in any way limiting the
Holder’s right to pursue other remedies, including actual
damages and/or equitable relief, the parties agree that if
delivery of the Common Stock issuable upon conversion of this
Note is more than three (3) business days after the Deadline
(other than a failure due to the circumstances described in
Section 1.3 above, which failure shall be governed by such
Section) the Borrower shall pay to the Holder $1,000 per day in
cash, for each day beyond the Deadline that the Borrower fails
to deliver such Common Stock. Such cash amount shall be
paid to Holder by the fifth day of the month following the month
in which it has accrued or, at the option of the Holder (by
written notice to the Borrower by the first day of the month
following the month in which it has accrued), shall be added to
the principal amount of this Note, in which event interest shall
accrue thereon in accordance with the terms of this Note and
such additional
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principal amount shall be convertible into
Common Stock in accordance with the terms of this Note.
1.5
Concerning the Shares . The
shares of Common Stock issuable upon conversion of this Note may
not be sold or transferred unless (i) such shares are sold
pursuant to an effective registration statement under the Act or
(ii) the Borrower or its transfer agent shall have been
furnished with an opinion of counsel (which opinion shall
be in form, substance and scope customary for opinions of
counsel in comparable transactions) to the effect that the
shares to be sold or transferred may be sold or transferred
pursuant to an exemption from such registration or
(iii) such shares are sold or transferred pursuant to Rule
144 under the Act (or a successor rule) (“ Rule 144
”) or (iv) such shares are transferred to an
“affiliate” (as defined in Rule 144) of the Borrower
who agrees to sell or otherwise transfer the shares only in
accordance with this Section 1.5 and who is an Accredited
Investor (as defined in the Purchase Agreement). Except as
otherwise provided in the Purchase Agreement (and subject to the
removal provisions set forth below), until such time as the
shares of Common Stock issuable upon conversion of this Note
have been registered under the Act as contemplated by the
Registration Rights Agreement or otherwise may be sold pursuant
to Rule 144 without any restriction as to the number of
securities as of a particular date that can then be immediately
sold, each certificate for shares of Common Stock issuable upon
conversion of this Note that has not been so included in an
effective registration statement or that has not been sold
pursuant to an effective registration statement or an exemption
that permits removal of the legend, shall bear a legend
substantially in the following form, as appropriate:
“THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED. THE SECURITIES MAY NOT BE SOLD,
TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN
OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR
OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT
REGISTRATION IS NOT REQUIRED UNDER SAID ACT UNLESS SOLD PURSUANT
TO RULE 144 OR REGULATION S UNDER SAID ACT.”
The legend set forth above shall be removed and
the Borrower shall issue to the Holder a new certificate
therefor free of any transfer legend if (i) the Borrower or its
transfer agent shall have received an opinion of counsel, in
form, substance and scope customary for opinions of counsel in
comparable transactions, to the effect that a public sale or
transfer of such Common Stock may be made without registration
under the Act and the shares are so sold or transferred, (ii)
such Holder provides the Borrower or its transfer agent with
reasonable assurances that the Common Stock issuable upon
conversion of this Note (to the extent such securities are
deemed to have been acquired on the same date) can be sold
pursuant to Rule 144 or (iii) in the case of the Common Stock
issuable upon conversion of this Note, such security is
registered for sale by the Holder under an effective
registration statement filed under the Act or otherwise may be
sold pursuant to Rule 144 without any restriction as to the
number of securities as of a particular date that can then be
immediately sold. Nothing in this Note shall (i) limit the
Borrower’s obligation und
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