TITLE AND INTEREST IN, TO AND UNDER ALL OF THE COLLATERAL.
6.2
THE SECURITY INTERESTS GRANTED HEREUNDER SHALL EXTEND AND ATTACH
TO ALL COLLATERAL WHICH IS OWNED BY THE COMPANY OR IN WHICH THE COMPANY HAS ANY
INTEREST, WHETHER HELD BY THE COMPANY OR OTHERS FOR ITS ACCOUNT.
6.3
THE RIGHTS AND SECURITY INTERESTS GRANTED TO THE AGENT AND THE
LENDERS HEREUNDER ARE TO CONTINUE IN FULL FORCE AND EFFECT, NOTWITHSTANDING THE
TERMINATION OF THIS AGREEMENT OR THE FACT THAT THE REVOLVING LOAN ACCOUNT MAY
FROM TIME TO TIME BE
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TEMPORARILY IN A CREDIT POSITION, UNTIL THE FINAL PAYMENT IN FULL TO THE AGENT
OF ALL OBLIGATIONS AND THE TERMINATION OF THIS AGREEMENT AND THE REVOLVING LINE
OF CREDIT.
ANY DELAY, OR OMISSION BY THE AGENT TO EXERCISE ANY RIGHT HEREUNDER
SHALL NOT BE DEEMED A WAIVER THEREOF, OR BE DEEMED A WAIVER OF ANY OTHER RIGHT,
UNLESS SUCH WAIVER SHALL BE IN WRITING AND SIGNED BY THE AGENT AND THE LENDERS,
IF APPLICABLE.
A WAIVER ON ANY ONE OCCASION SHALL NOT BE CONSTRUED AS A BAR TO,
OR WAIVER OF, ANY RIGHT OR REMEDY ON ANY FUTURE OCCASION.
6.4
NOTWITHSTANDING THE AGENT'S SECURITY INTEREST IN THE COLLATERAL,
THE AGENT SHALL HAVE THE RIGHT IN ITS SOLE DISCRETION TO DETERMINE WHICH RIGHTS,
LIENS, SECURITY INTERESTS OR REMEDIES THE AGENT SHALL AT ANY TIME PURSUE,
FORECLOSE UPON, RELINQUISH, SUBORDINATE, MODIFY OR TAKE ANY OTHER ACTION WITH
RESPECT TO, WITHOUT IN ANY WAY MODIFYING OR AFFECTING ANY OF THEM, OR ANY OF THE
AGENT'S AND/OR THE LENDERS' RIGHTS HEREUNDER.
6.5
IT IS EXPRESSLY AGREED BY THE COMPANY THAT, ANYTHING HEREIN TO THE
CONTRARY NOTWITHSTANDING, THE COMPANY SHALL REMAIN LIABLE UNDER EACH OF ITS
CONTRACTS TO OBSERVE AND PERFORM ALL THE CONDITIONS AND OBLIGATIONS TO BE
OBSERVED AND PERFORMED BY IT THEREUNDER.
NEITHER THE AGENT NOR ANY LENDER SHALL
BE REQUIRED OR OBLIGATED IN ANY MANNER TO PERFORM OR FULFILL ANY OF THE
OBLIGATIONS OF THE COMPANY UNDER OR PURSUANT TO ANY CONTRACT, OR TO MAKE ANY
PAYMENT, OR TO MAKE ANY INQUIRY AS TO THE NATURE OR THE SUFFICIENCY OF ANY
PAYMENT RECEIVED BY IT OR THE SUFFICIENCY OF ANY PERFORMANCE BY ANY PARTY UNDER
ANY CONTRACT OR RECEIVABLE, OR TO PRESENT OR FILE ANY CLAIMS, OR TO TAKE ANY
ACTION TO COLLECT OR ENFORCE ANY PERFORMANCE OR THE PAYMENT OF ANY AMOUNTS WHICH
MAY HAVE BEEN ASSIGNED TO IT OR TO WHICH IT MAY BE ENTITLED AT ANY TIME OR
TIMES.
6.6
ON THE CLOSING DATE THE COMPANY SHALL EXECUTE AND DELIVER TO THE
AGENT A POWER OF ATTORNEY (THE "POWER OF ATTORNEY") SUBSTANTIALLY IN THE FORM
ATTACHED HERETO AS EXHIBIT E.
THE POWER OF ATTORNEY GRANTED PURSUANT TO THE
POWER OF ATTORNEY IS A POWER COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE
UNTIL THE TERMINATION OF THIS AGREEMENT AND PAYMENT AND SATISFACTION OF ALL
OBLIGATIONS HEREUNDER.
THE POWERS CONFERRED ON THE AGENT, FOR THE BENEFIT OF
AGENT AND LENDERS, UNDER THE POWER OF ATTORNEY ARE SOLELY TO