AUTHORIZED.
SECTION 9.
WAIVERS AND REMEDIES.
EXCEPT AS OTHERWISE PROVIDED HEREIN OR BY
LAW, BORROWER WAIVES PRESENTMENT, DEMAND, NOTICE AND PROTEST, NOTICE OF
ACCEPTANCE OF THIS AGREEMENT, AND EXCEPT AS PROVIDED IN SECTION 8(B) NOTICE OF
ALL ACTION BY THE COMPANY IN RELIANCE HEREON.
NO FAILURE BY THE COMPANY TO
EXERCISE, NO DELAY BY THE COMPANY IN EXERCISING, AND NO SINGLE OR PARTIAL
EXERCISE OF, ANY RIGHT, REMEDY OR POWER HEREUNDER OR UNDER ANY OTHER AGREEMENT
RELATING TO THE OBLIGATIONS OR TO COLLATERAL SHALL OPERATE AS A WAIVER THEREOF,
OR OF ANY OTHER RIGHT, REMEDY OR POWER AT ANY TIME.
NO AMENDMENT, MODIFICATION
OR WAIVER OF ANY PROVISION OF THIS AGREEMENT SHALL BE EFFECTIVE UNLESS CONTAINED
IN A WRITING SIGNED BY THE
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COMPANY.
ANY SUCH WAIVER OR CONSENT SHALL BE EFFECTIVE ONLY IN THE SPECIFIC
INSTANCE AND FOR THE SPECIFIC PURPOSE FOR WHICH GIVEN.
THE RIGHTS, REMEDIES AND
POWERS OF THE COMPANY AND BORROWER, NOT ONLY HEREUNDER, BUT ALSO UNDER ANY
PROMISSORY NOTE OR NOTES OF BORROWER HELD BY THE COMPANY, ANY OTHER AGREEMENTS
OF BORROWER WITH THE COMPANY AND APPLICABLE LAW, ARE CUMULATIVE AND MAY BE
EXERCISED SUCCESSIVELY, CONCURRENTLY OR ALTERNATIVELY.
SECTION 10.
TERM; BINDING EFFECT.
THIS AGREEMENT SHALL REMAIN IN FULL FORCE
AND EFFECT UNTIL PAYMENT AND SATISFACTION IN FULL OF ALL OBLIGATIONS, SHALL BE
BINDING UPON BORROWER AND THE HEIRS, LEGATEES, LEGAL REPRESENTATIVES AND ASSIGNS
OF BORROWER, INCLUDING PERMITTED TRANSFEREES, AND SHALL INURE TO THE BENEFIT OF
THE COMPANY AND ITS SUCCESSORS AND ASSIGNS.
NOTWITHSTANDING THE FOREGOING, THE
COMPANY MAY TERMINATE THIS AGREEMENT AND RELEASE THE COLLATERAL, OR MAY ACCEPT
SUBSTITUTE COLLATERAL, AT ANY TIME IN ITS SOLE DISCRETION WITHOUT IN ANY WAY
AFFECTING THE NONRECOURSE NATURE OF A PORTION OF THE OBLIGATIONS AS PROVIDED IN
THE NOTE.
SECTION 11.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO CONFLICT
OF LAW PRINCIPLES, EXCEPT TO THE EXTENT THAT THE PERFECTION OF THE SECURITY
INTEREST GRANTED HEREBY IN RESPECT OF ANY ITEM OF COLLATERAL MAY BE GOVERNED BY
THE LAW OF ANOTHER JURISDICTION.
UNLESS OTHERWISE DEFINED HEREIN, ALL WORDS AND
TERMS USED IN THIS AGREEMENT SHALL HAVE THE MEANINGS PROVIDED IN THE UNIFORM
COMMERCIAL CODE OF THE STATE OF THE JURISDICTION OF INCORPORATION OF THE COMPANY
(INCLUDING ITS SUCCESSOR AS ISSUER OF THE SHARES).
IF ANY PROVISION OF THIS
AGREEMENT, OR THE APPLICATION THEREOF TO ANY PERSON OR CIRCUMSTANCE, IS HELD
INVALID, SUCH PROVISION SHALL BE DEEMED TO BE MODIFIED TO COMPLY WITH APPLICABLE
LAW OR IF NOT ABLE TO BE SO MODIFIED, SHALL BE DEEMED TO BE SEVERED FROM THE
AGREEMENT, THE REMAINING PROVISIONS OF WHICH TO BE VALID AND ENFORCEABLE.
SECTION 12.
SIGNATURES.
THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS.
SECTION 13.
HEADINGS.
THE CAPTIONS IN THIS AGREEMENT HAVE BEEN INCLUDED FOR
REFERENCE ONLY AND SHALL NOT DEFINE OR LIMIT THE PROVISIONS HEREOF.
[SIGNATURE PAGE FOLLOWS]
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EXECUTED as of the date set forth below.
December 4, 2001
BORROWER: