AGREEMENT SHALL NOT WAIVE,
AFFECT OR DIMINISH ANY RIGHT OF THE SECURED PARTY 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 PARTY, ITS AGENTS, OFFICERS OR EMPLOYEES EXCEPT BY AN INSTRUMENT IN
WRITING SIGNED BY AN OFFICER OF THE SECURED PARTY 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 PARTY TO PREPARE AND FILE OR CAUSE TO BE FILED SUCH UNIFORM
COMMERCIAL CODE FINANCING STATEMENTS (INCLUDING ATTACHED SCHEDULES, EXHIBITS,
AND ADDENDA) AS THE SECURED PARTY MAY DEEM REASONABLY NECESSARY TO PERFECT THE
SECURITY INTERESTS AND LIENS GRANTED HEREIN AND (B) HEREBY RATIFIES AND CONFIRMS
THAT THE SECURED PARTY WAS AND IS AUTHORIZED TO FILE ALL SUCH UNIFORM COMMERCIAL
CODE FINANCING STATEMENTS (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
OBLIGATIONS HAVE BEEN FINALLY DISCHARGED IN FULL, (II) BE BINDING UPON AND
ENFORCEABLE AGAINST THE DEBTOR AND ITS SUCCESSORS AND ASSIGNS (PROVIDED,
HOWEVER, THAT THE DEBTOR MAY NOT SELL, ASSIGN OR TRANSFER ANY OF ITS RIGHTS,
INTERESTS, DUTIES OR OBLIGATIONS HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF
THE SECURED PARTY, EXCEPT THAT THE DEBTOR MAY ASSIGN THIS AGREEMENT WITHOUT SUCH
CONSENT TO ANY SUCCESSOR TO ALL OR SUBSTANTIALLY ALL OF THE DEBTOR'S ASSETS OR
BUSINESS TO WHICH THE ROYALTY