EXECUTION AND DELIVERY OF THIS
AGREEMENT, THE REPAYMENT OF ANY OF THE OBLIGATIONS AND THE TERMINATION OF THIS
AGREEMENT, THE OPTION AND PUT AGREEMENT OR ANY OTHER INSTRUMENTS OR DOCUMENTS
EXECUTED AND DELIVERED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENT.
6.2
NO WAIVER.
THE SECURED PARTIES' FAILURE AT
ANY TIME OR TIMES HEREAFTER TO REQUIRE STRICT PERFORMANCE BY THE DEBTOR OF ANY
OF THE PROVISIONS OF THIS AGREEMENT OR OF THE OPTION AND PUT AGREEMENT SHALL NOT
WAIVE, AFFECT OR DIMINISH ANY RIGHT OF THE SECURED PARTIES AT ANY TIME OR TIMES
HEREAFTER TO DEMAND STRICT PERFORMANCE THEREWITH AND WITH RESPECT TO ANY OTHER
PROVISION OF THIS AGREEMENT, AND ANY WAIVER OF ANY EVENT OF DEFAULT SHALL NOT
WAIVE OR AFFECT ANY OTHER EVENT OF DEFAULT, WHETHER PRIOR OR SUBSEQUENT THERETO,
AND WHETHER OF THE SAME OR A DIFFERENT TYPE.
NONE OF THE PROVISIONS OF THIS
AGREEMENT SHALL BE DEEMED TO HAVE BEEN WAIVED BY ANY ACT OR KNOWLEDGE OF THE
SECURED PARTIES, THEIR AGENTS, OFFICERS OR EMPLOYEES EXCEPT BY AN INSTRUMENT IN
WRITING SIGNED BY AN OFFICER OF EACH OF THE SECURED PARTIES AND DIRECTED TO THE
DEBTOR SPECIFYING SUCH WAIVER.
6.3
BINDING EFFECT.
THIS AGREEMENT AND ALL
OTHER INSTRUMENTS AND DOCUMENTS EXECUTED AND DELIVERED PURSUANT HERETO OR IN
CONNECTION HEREWITH SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE
SUCCESSORS AND ASSIGNS OF THE PARTIES HERETO.
6.4
GOVERNING LAW.
THIS AGREEMENT SHALL BE
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS AND JUDICIAL
DECISIONS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS
PRINCIPLES THEREOF, EXCEPT TO THE EXTENT THAT MATTERS OF PERFECTION AND VALIDITY
OF THE SECURITY INTERESTS HEREUNDER, OR REMEDIES HEREUNDER, ARE GOVERNED BY THE
LAWS OF A JURISDICTION OTHER THAN THE STATE OF DELAWARE.
6.5
SURVIVAL OF AGREEMENT.
ALL REPRESENTATIONS
AND WARRANTIES OF THE DEBTOR AND ALL OBLIGATIONS OF THE DEBTOR CONTAINED HEREIN
SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENT.
6.6
PRE-FILING AND FILING OF FINANCING
STATEMENTS.
BY EXECUTION OF THIS AGREEMENT, THE DEBTOR (A) EXPRESSLY AUTHORIZES
THE SECURED PARTIES TO PREPARE AND FILE OR CAUSE TO BE FILED SUCH UNIFORM
COMMERCIAL CODE FINANCING STATEMENTS (INCLUDING ATTACHED SCHEDULES, EXHIBITS,
AND ADDENDA) AS THE SECURED PARTIES MAY DEEM REASONABLY NECESSARY TO PERFECT THE
SECURITY INTERESTS AND LIENS GRANTED HEREIN AND (B) HEREBY RATIFIES AND CONFIRMS
THAT THE SECURED PARTIES WERE AND ARE AUTHORIZED TO FILE ALL SUCH UNIFORM
COMMERCIAL CODE FINANCING STATEMENTS
14
(INCLUDING ATTACHED SCHEDULES, EXHIBITS, AND ADDENDA) PRIOR TO THE EXECUTION AND
DELIVERY OF THIS AGREEMENT, AND HEREBY RATIFIES ANY SUCH FILINGS.
6.7
CONTINUING SECURITY INTEREST; TERM;
SUCCESSORS AND ASSIGNS; ASSIGNMENT; TERMINATION AND RELEASE; SURVIVAL.
THIS
AGREEMENT SHALL CREATE A CONTINUING SECURITY INTEREST IN THE COLLATERAL AND
SHALL SECURE THE PAYMENT AND PERFORMANCE OF ALL OF THE OBLIGATIONS AS THE SAME
MAY ARISE AND BE OUTSTANDING AT ANY TIME AND FROM TIME TO TIME FROM AND AFTER
THE DATE HEREOF, AND SHALL (I) REMAIN IN FULL FORCE AND EFFECT UNTIL ALL OF THE