Exhibit J
SECURITY AGREEMENT
THIS SECURITY AGREEMENT dated March 28, 2002 is made and entered into by and
between RAMTRON INTERNATIONAL CORPORATION, a corporation organized and
existing under the laws of the State of Delaware and having its principal
office at 0000 Xxxxxxx Xxxxx, Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000 ("Ramtron"),
and INFINEON TECHNOLOGIES AG, a German stock corporation, having its principal
office at Xx. Xxxxxx-Xxxxxxx 00, X-00000, Xxxxxx, Xxxxxxx ("Infineon").
PRELIMINARY STATEMENT
Infineon has purchased from Ramtron and Ramtron has issued to Infineon a Five
Percent (5%) Secured Convertible Debenture in the principal amount of Three
Million and No/100ths United States Dollars ($3,000,000.00) dated March 28,
2002 (the "Debenture"). The terms and conditions of Infineon's purchase of
the Debenture are governed by that certain Securities Purchase Agreement dated
as of March 14, 2002, by and between Ramtron and Infineon (the "Securities
Purchase Agreement"). Capitalized terms used in this Security Agreement and
not otherwise defined herein shall have the meanings ascribed to such terms in
the Debenture or the Securities Purchase Agreement. It is a condition
precedent to Infineon closing the transaction contemplated by the Securities
Purchase Agreement that Ramtron shall have granted the security interests
contemplated by this Security Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and in order to
induce Infineon to advance funds to Ramtron under the Securities Purchase
Agreement, Ramtron and Infineon hereby agree as follows:
SECTION 1. Grant of Security. Ramtron hereby assigns, grants and conveys to
Infineon a security interest in and to all of Ramtron's right, title and
interest in and to the following, whether now owned or hereinafter acquired
(collectively, the "Collateral"):
(a) All accounts, receivables, contract rights, chattel paper,
instruments and documents, and all rights to payment, arising out of
sales by Ramtron to any customers located in European countries or
whose purchase of goods or services from Ramtron is directed for use
in such customer's European operations (the "Receivables");
(b) those patents listed on Exhibit A, attached hereto and incorporated
herein by this reference, and all patent rights thereunder or
relating thereto, including all rights existing thereunder under
Federal and State laws and under common law (the "Intellectual
Property");
(c) All general intangibles, contract rights, all choses in action,
causes of action and all other intangible personal property of
Ramtron of every kind and nature (other than accounts) now owned or
hereafter acquired in connection with the Receivables, including,
without limitation, any letters of credit, guarantee claims, security
interests or other security held by or granted to Ramtron to secure
payment by an account debtor of any of the accounts; and
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(d) All additions and accessions to, substitutions for and all
replacements, products and proceeds of the foregoing.
SECTION 2. Security for Obligations. This Security Agreement secures the
payment of all obligations of Ramtron to Infineon now or hereafter existing
under the Debenture and the Securities Purchase Agreement (the "Documents"),
as the same may be amended from time to time, whether for principal, interest,
fees, charges, expenses or otherwise, and further secures all obligations of
Ramtron to Infineon now or hereafter existing under this Security Agreement
(all of the foregoing obligations being referred to herein collectively as the
"Obligations").
SECTION 3. Ramtron Remains Liable. Anything herein to the contrary
notwithstanding, (a) Ramtron shall remain liable under any and all contracts
and agreements included in the Collateral to the extent set forth therein to
perform all of its duties and obligations thereunder to the same extent as if
this Security Agreement had not been executed, (b) the exercise by Infineon of
any of its rights hereunder shall not release Ramtron from any of its duties
or obligations under the contracts and agreements included in the Collateral,
and (c) Infineon shall not have any obligation or liability under the
contracts and agreements included in the Collateral by reason of this Security
Agreement, nor shall Infineon be obligated to perform any of the obligations
or duties of Ramtron thereunder or to take any action to collect or enforce
any claim for payment assigned hereunder.
SECTION 4. Representations and Warranties.
(a) Ramtron represents and warrants to Infineon as follows:
(1) Ramtron hereby repeats and confirms each and every
representation and warranty made by it in the Documents as
though fully set forth herein.
(2) The chief place of business and chief executive office of
Ramtron and the office where Ramtron keeps its records
concerning the Receivables, and all originals of all chattel
paper which evidence Receivables, is located at: 0000 Xxxxxxx
Xxxxx, Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000. Ramtron's Federal Tax
I.D. No. is 840962308.
(3) Ramtron owns the Collateral free and clear of any lien, security
interest, charge or encumbrance, except for the security
interest created by this Security Agreement and except for any
joint ownership interest of any third party in or any license
granted with respect to any of the Intellectual Property, and
has good and lawful authority to grant a security interest in
the same and to assign all of its right, title and interest in
and to the Collateral. No effective financing statement or
other instrument similar in effect covering all or any part of
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the Collateral is on file in any recording office, except such
as may have been filed in favor of Infineon relating to this
Security Agreement. Ramtron shall defend its ownership of,
interest in or rights to the Collateral against the lawful
claims of all persons whomsoever.
(4) This Security Agreement has been duly authorized, executed and
delivered by Ramtron and constitutes a legal, valid and binding
obligation of Ramtron, enforceable against Ramtron in accordance
with its terms.
(5) This Security Agreement creates a valid and perfected first
priority security interest in the Collateral, securing the
payment of the Obligations, and all filings and other actions
necessary or desirable to perfect and protect such security
interest have been duly taken.
(6) Except for financing statements, continuation statements and any
necessary filings with the United States Patent and Trademark
Office, no authorization, approval or other action by, and no
notice to or filing with, any governmental authority or
regulatory body is required either (i) for the continuation or
grant by Ramtron of the security interest granted hereby or for
the execution, delivery or performance of this Security
Agreement by Ramtron, or (ii) for the perfection of the security
interest granted hereby, or the exercise by Infineon of its
rights and remedies hereunder.
(b) With reference to any Receivable subject to this Security Agreement,
Ramtron represents and warrants:
(1) Said Receivable is genuine, is in all respects what it purports
to be, is not evidenced by a judgment and is only evidenced by
one, if any, executed original instrument, agreement, contract
or document;
(2) To the best of Ramtron's knowledge, said Receivable represents
an undisputed bona fide transaction completed in accordance with
the terms and provisions contained in any documents related
thereto;
(3) The amounts of the face value shown on any written assignment or
report of Receivables provided to Infineon, and/or all invoices
and statements delivered to Infineon with respect to any
Receivables are actually owing to Ramtron;
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(4) To the best of Ramtron's knowledge, there are no setoffs,
counterclaims or disputes existing or asserted with respect
thereto and Ramtron has not made any agreement with the account
debtor thereunder for any deduction therefrom, except a discount
or allowance allowed by Ramtron in the ordinary course of its
business for prompt payment, all of which discounts or
allowances are set forth upon the face of each respective
invoice;
(5) Ramtron has no knowledge of any facts, events or occurrences
which in any way would impair the validity, value or
collectibility of said Receivable or tend to reduce the amount
payable thereunder from the amount of the invoice face value
shown on any written assignment or pledge of Receivables, and on
all contracts, invoices and statements delivered to Infineon
with respect thereto;
(6) To the best of Ramtron's knowledge, the account debtor
thereunder (A) had the capacity to contract at the time any
contract or other document giving rise to the Receivables was
executed and (B) is solvent;
(7) The goods giving rise to said Receivable are not, and were not
at the time of the sale thereof, subject to any lien, claim,
encumbrance or security interest, except those of Infineon,
those removed or terminated prior to the date hereof and those
subordinate to Infineon's security interest;
(8) To the best of Ramtron's knowledge, there are no proceedings or
actions which are threatened or pending against the account
debtor thereunder which might result in any material adverse
change in its financial condition; and
(9) Said Receivable has not been assigned or pledged to any other
person.
(c) Except as disclosed in the Documents, including the Schedules
thereto, or any of the Disclosure Documents, with reference to any
Intellectual Property subject to this Security Agreement, Ramtron
represents and warrants:
(1) All Intellectual Property has been properly perfected and
registered with all local, state and Federal agencies including,
but not limited to, the United States Patent Office. All
filings and registrations with regard to the Intellectual
Property are current;
(2) there are no pending or threatened lawsuits, counterclaims,
disputes or challenges existing or asserted with respect to any
of the Intellectual Property and Ramtron has not made any
agreement with any third party, challenger, disputant or
litigant in connection with any challenge so made;
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(3) Ramtron has no knowledge of any fact or circumstance which would
impair the validity, value, registration or priority of any of
the Intellectual Property; and
(4) Ramtron has made no prior pledge or assignment of any of the
Intellectual Property to any other person or entity.
SECTION 1. Further Assurances; Covenants.
(a) Ramtron agrees that from time to time, at its own expense, Ramtron
will promptly execute and deliver all further instruments and
documents, and take all further action, that may be necessary or
desirable, or that Infineon may request, in order to continue,
perfect and protect any security interest granted or purported to be
granted hereby or to enable Infineon to exercise and enforce its
rights and remedies hereunder with respect to any Collateral.
Without limiting the generality of the foregoing, Ramtron will:
(i) pay the cost of such filing, recording or refiling and
rerecording in all places and public offices as may be required by
law to create, continue, perfect and preserve the lien hereof and
wherever filing is deemed by Infineon to be necessary or desirable;
(ii) if any Receivable shall be evidenced by a promissory note or
other instrument or chattel paper, deliver and pledge to Infineon
hereunder such note, instrument or chattel paper duly endorsed and
accompanied by duly executed instruments of transfer or assignment,
all in form and substance satisfactory to Infineon; (iii) execute and
file such financing or continuation statements, or amendments
thereto, and such other instruments or notices, as may be necessary
or desirable, or as Infineon may request, in order to continue,
perfect and preserve the security interests continued, granted or
purported to be continued or granted hereby; (iv) defend the
Intellectual Property against any claims, allegations or challenges
from third parties; and (v) not impair, encumber or abandon the
Intellectual Property and will renew, refile and take all steps
necessary to preserve and protect the Intellectual Property and pay
any and all fees as appropriate.
(b) No later than the fifteenth (15th) business day of each April, July,
October and January during the term of this Security Agreement,
Ramtron shall provide a report to Infineon reporting on the status of
all Receivables, effective as of the last date of the preceding
calendar quarter. Said status report shall contain a list of each
Receivable, the amount outstanding thereunder, whether said
Receivable is current or delinquent beyond thirty (30) days, whether
any claims or defenses have been asserted to the payment of said
Receivable, and shall serve to remake all warranties and
representations contained in this Security Agreement concerning the
Receivables.
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(c) Ramtron hereby authorizes Infineon to file one or more financing or
continuation statements, and amendments thereto, and to file such
statements electronically, if available, relative to all or any part
of the Collateral without the signature of the Ramtron where
permitted by law.
(d) Ramtron will furnish to Infineon from time to time statements and
schedules further identifying and describing the Collateral and its
location and such other reports in connection with the Collateral as
Infineon may reasonably request, all in reasonable detail.
(e) Ramtron agrees that it shall permit no further lien, encumbrance,
claim or levy upon any of the Receivables. Ramtron shall not sell,
convey, factor, assign or pledge any of its interest in the
Receivables and shall promptly notify Infineon if it receives notice
of any claim, lien, levy or encumbrance claimed against or levied
against the Receivables, or any of them.
SECTION 6. As to Receivables.
(a) Ramtron shall keep its chief place of business and chief executive
office and the office where it keeps its records concerning the
Receivables, and all originals of all chattel paper which evidence
Receivables, as specified in Section 4(b) or, upon 30 days prior
written notice to Infineon, at such other locations in a jurisdiction
where all action required by Section 5 shall have been taken with
respect to the Receivables. Ramtron will hold and preserve such
records and chattel paper and will permit representatives of Infineon
at any time during normal business hours to inspect and make copies
of and abstracts from such records and chattel paper.
(b) Ramtron agrees to make clear and suitable entries and notations on
Ramtron's books and records, which shall reflect all facts giving
rise to the Receivables (and in such a case where the Receivables
arise by reason of a sale or delivery of merchandise, such notation
shall clearly reflect the absolute sale of such merchandise), all
payments, credits and adjustments applicable to the Receivables and
the security interest of Infineon. Any agent of Infineon shall have
the right to call at Ramtron's place of business and, without
hindrance or delay, inspect, examine, audit and check and make
abstracts from the books, records, receipts, correspondence,
memoranda and other papers or data of Ramtron.
If Infineon, in the exercise of its reasonable judgment after
consultation with Ramtron, determines that it has a valid concern
about the status or collectability of any of the Receivables or of
Ramtron's performance under this Security Agreement, the Securities
Purchase Agreement or the Debenture, Infineon shall have the right to
verify by mail, phone or otherwise all or part of all Receivables in
its own name or otherwise and Ramtron will provide any and all
information necessary to accomplish Infineon's verification. Ramtron
agrees at all times to maintain a complete set of books and records,
containing up to date posting of all Ramtron's cash and accrual
transactions of whatsoever nature.
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(c) If Infineon, in the exercise of its reasonable judgment after
consultation with Ramtron, determines that it has a valid concern
about the status or collectability of any of the Receivables or of
Ramtron's performance under this Security Agreement, the Securities
Purchase Agreement or the Debenture, Infineon may notify account
debtors on any Receivables that the Receivables have been assigned to
Infineon.
(d) Ramtron shall not, without the express written consent of Infineon,
release, compromise or adjust any Receivable, or any guaranty,
security or lien therefore, or grant any discounts, allowances or
credits thereon, or bring any suit to enforce payment thereof, other
than in the ordinary course of business consistent with past
practices.
SECTION 7. Transfers and Other Liens. Ramtron shall not:
(a) Sell, transfer, assign or otherwise dispose of any of the Collateral,
by operation of law or otherwise, other than the grant of licenses
with respect to any of the Intellectual Property in the ordinary
course of business consistent with past practices.
(b) Create or suffer to exist any lien, security interest or other charge
or encumbrance whatsoever, upon or with respect to any of the
Collateral and arising from any act or omission of Ramtron, except
for the security interest created by this Security Agreement.
SECTION 8. Infineon Appointed Attorney-in-Fact. Ramtron hereby irrevocably
appoints Infineon its attorney-in-fact, coupled with an interest, with full
authority in its place and stead and in its name or otherwise, after the
occurrence and during the continuation of an Event of Default to take any
action and to execute any instrument which Infineon may deem necessary or
advisable to accomplish the purposes of this Security Agreement, including,
without limitation:
(a) to ask, demand, collect, xxx for, recover, compound, receive and give
acquittance and receipts for moneys due and to become due under or in
respect of any of the Collateral;
(b) to receive, endorse and collect any drafts or other instruments,
documents and chattel paper, in connection with clause (a) above; and
(c) to file any claims or take any action or institute any proceedings
which Infineon may deem necessary or desirable for the collection of
any of the Collateral or otherwise to enforce, confirm or perfect the
rights of Infineon with respect to any of the Collateral.
SECTION 9. Infineon May Perform. If Ramtron fails to perform any agreement
contained herein, then Infineon may itself perform or cause performance of
such agreement, all without releasing Ramtron from any obligation hereunder or
under the Documents or any of them; and the expenses of Infineon incurred in
connection therewith shall be payable by Ramtron.
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SECTION 10. Infineon's Duties. The powers conferred on Infineon hereunder
are solely to protect its interest in the Collateral and shall not impose any
duty upon it to exercise any such powers. No action or inaction on the part
of the Infineon shall adversely affect or limit in any way the rights of
Infineon under this Security Agreement. Except for the safe custody of any
Collateral in its possession and the accounting for moneys actually received
by it hereunder, Infineon shall have no duty as to any Collateral or as to the
taking of any necessary steps to preserve rights against prior parties or any
other rights pertaining to any Collateral.
SECTION 11. Remedies. If an Event of Default shall have occurred and be
continuing:
(a) Infineon may exercise in respect of the Collateral, in addition to
other rights and remedies provided for herein or otherwise available
to it, all the rights and remedies of a secured party on default
under the Uniform Commercial Code (the "Code") (whether or not the
Code applies to the affected Collateral) and also may (i) require
Ramtron to, and Ramtron hereby agrees that it will at its expense and
upon request of Infineon forthwith, assemble all or part of the
Collateral as directed by Infineon and make it available to Infineon
at a place to be designated by Infineon which is reasonably
convenient to both parties and (ii) without notice except as
specified below, sell the Collateral or any part thereof in one or
more parcels at public or private sale, at any of Infineon's offices
or elsewhere, for cash, on credit or for future delivery, and at such
price or prices and upon such other terms as Infineon may deem
commercially reasonable. Ramtron agrees that, to the extent notice
of sale shall be required by law, at least ten (10) calendar days
notice to Ramtron of the time and place of any public sale or the
time after which any private sale is to be made shall constitute
reasonable notification. Infineon shall not be obligated to make any
sale of Collateral regardless of notice of sale having been given.
Infineon may adjourn any public or private sale from time to time by
announcement at the time and place fixed therefor, and such sale may,
without further notice, be made at the time and place to which it was
so adjourned.
(b) Any proceeds of any of the Receivables received by Ramtron shall be
received by Ramtron as trustee for Infineon, and Ramtron shall
promptly turn over and/or mail and deliver to the office of Infineon,
on the day of receipt thereof, all cash, original checks, drafts,
notes and other evidences of payment received in full or part payment
of any Receivables, with full right in Infineon to endorse and
deposit such original account debtor's checks and remittances to its
own account, whether said remittances are made payable to Infineon or
Ramtron.
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(c) Infineon may, without notice to Ramtron, notify account debtors on
any Receivables that the Receivables have been assigned to Infineon
and shall be paid directly to Infineon, and/or require Ramtron to so
notify account debtors and indicate on all xxxxxxxx to account
debtors that all moneys due thereon are payable to Infineon.
Infineon shall further have the right, directly or through its
agents, to collect any or all of the Receivables, and in its own
name, or in Ramtron's name, to sell, transfer, set over, compromise,
discharge or extend the whole or any part of the Receivables, and for
that purpose to do all acts and things necessary or incidental
thereto, including the right of suit, Ramtron hereby ratifying all
that Infineon shall do by virtue hereof. Granting extensions to
account debtors or to Ramtron, suffering any delay or permitting any
breach by Ramtron or account debtors in connection with any
transaction between the parties hereto, shall in no way be construed
as a waiver of any subsequent breach or delay or of the rights of
Infineon against Ramtron and the account debtors, and Ramtron's
liability shall in no way be restricted, limited, diminished or
abated by virtue of any such extension or privilege granted.
Infineon shall not, under any circumstances, or in any event
whatsoever, have any liability for any error, omission or delay of
any kind occurring in the settlement, collection or payment of any
Receivable or of any instrument received in full or part payment
thereof or in dealing with any lien, security or guaranty of any
Receivable.
(d) All cash proceeds received by Infineon in respect of any sale of,
collection from, or other realization upon all or any part of the
Collateral may, in the discretion of Infineon, be held by Infineon as
collateral for, and/or then or at any time thereafter applied, in
whole or in part by Infineon against, all or any part of the
Obligations, in such order as the Documents or applicable law shall
provide. Any surplus of such cash or cash proceeds held by Infineon
and remaining after payment in full of all the Obligations shall be
paid over to Ramtron or to whomsoever may be lawfully entitled to
receive such surplus.
(e) Notwithstanding anything to the contrary in this Security Agreement,
Infineon agrees that before it exercises its remedies against the
Intellectual Property, in the exercise of its good faith, reasonable
business judgment, it shall have determined that the amount which may
be collected by Infineon as a result of the exercise of its remedies
upon the Receivables will be inadequate to satisfy all of the
Obligations.
SECTION 12. Indemnity and Expenses.
(a) Ramtron agrees to indemnify Infineon from and against any and all
claims, losses and liabilities growing out of or resulting from this
Security Agreement (including, without limitation, enforcement of
this Security Agreement), except claims, losses or liabilities
resulting from Infineon's gross negligence or willful misconduct.
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(b) Ramtron will upon demand pay to Infineon the amount of any and all
reasonable expenses, including the reasonable fees and expenses of
its counsel and of any experts and agents, which Infineon may incur
in connection with (i) the administration of this Security Agreement,
(ii) the custody or preservation of, or the sale of, collection from,
or other realization upon, any of the Collateral, (iii) the exercise
or enforcement of any of the rights of Infineon hereunder or (iv) the
failure by Ramtron to perform or observe any of the provisions
hereof.
SECTION 13. Security Interest Absolute. All rights of Infineon and security
interests hereunder, and all Obligations of Ramtron hereunder, shall be
absolute and unconditional irrespective of:
(a) any lack of validity or enforceability of the Debenture, Securities
Purchase Agreement or any other agreement or instrument relating
thereto;
(b) any change in the time, manner or place of payment of, or in any
other term of, any or all of the Obligations, or any other amendment
or waiver of or any consent to any departure from the Debenture or
the Securities Purchase Agreement;
(c) any exchange or release of collateral or nonperfection of any
security interest, or any release or amendment or waiver of or
consent to departure from any guaranty, for all or any of the
Obligations; or
(d) any other circumstances which might otherwise constitute a defense
available to, or a discharge of, Ramtron in respect of the
Obligations or this Security Agreement.
SECTION 14. Amendments, Etc. No amendment or waiver of any provision of this
Security Agreement nor consent to any departure by Ramtron herefrom shall in
any event be effective unless the same shall be in writing and signed by
Infineon, and then such amendment, waiver or consent shall be effective only
in the specific instance and for the specific purpose for which given.
SECTION 15. Addresses for Notices. Any notice, demand or request required or
permitted to be given by Ramtron or Infineon pursuant to the terms of this
Security Agreement shall be in writing and shall be deemed delivered (i) when
delivered personally or by verifiable facsimile transmission, unless such
delivery is made on a day that is not a Business Day, in which case such
delivery will be deemed to be made on the next succeeding Business Day or (ii)
on the next Business Day after timely delivery to an overnight courier,
addressed as follows:
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If to Ramtron:
Ramtron International Corporation
0000 Xxxxxxx Xxxxx
Xxxxxxxx Xxxxxxx, XX 00000
Attn: XxXxx X. Xxxxxx, Chief Financial Officer
Tel: (000) 000-0000
Fax: (000) 000-0000
With a copy to:
Coudert Brothers LLP
000 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Attn: Xxxx X. St. Clair, Esq.
Tel: (000) 000-0000
Fax: (000) 000-0000
If to Infineon:
Infineon Technologies AG
M&A Department
St. Xxxxxx-Xxxxxxx 00
X-00000 Xxxxxx
Fax: 00 00 000 0 0000
Attn: Xxxx Xxxxxxxx
With copies to:
Infineon Technologies AG
Xx. Xxxxxx-Xxxxxxx 00
X-00000 Xxxxxx
Fax: 00 00 000 0 0000
Attn: Finanzvorstand and General Counsel
and
Xxxxxxxx & Xxxxxxxx
Neue Xxxxxxx Xxxxxxx 00
00000 Xxxxxxxxx xx Xxxx
Xxxxxxx
Fax: 00 00 0000 0000
Attn: Xxxxx X. Xxxxxxxx, Esq.
For purposes of this Section, "Business Day" shall mean any day other than a
Saturday, a Sunday or a day on which banks are authorized by law to close in
New York, New York or Frankfurt, Germany.
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SECTION 16. Continuing Security Interest; Assignments by Infineon;
Termination. This Security Agreement shall create and confirm a continuing
first priority security interest in the Collateral and shall (i) remain in
full force and effect until all of the Obligations have been fully discharged
and satisfied by Ramtron, (ii) be binding upon Ramtron, its successors and
assigns and (iii) inure, together with the rights and remedies of Infineon
hereunder, to the benefit of Infineon and its respective successors,
transferees and assigns. Infineon may at any time assign any or all of its
rights under this Security Agreement to any party; provided, however, that
upon any such assignment, written notice thereof (which notice shall include
an address and telephone number for the assignee) shall be provided to Ramtron
by either Infineon or the assignee. Upon the full discharge and satisfaction
of the Obligations by Ramtron, by repayment in full of all amounts owing
pursuant to the Debenture and/or the conversion of all obligations owing
pursuant to the Debenture into common stock of Ramtron in accordance with the
provisions of the Debenture, this Security Agreement and all rights herein
assigned to Infineon shall terminate, and Ramtron shall be entitled to the
return, upon its request and at its expense, of such of the Collateral as
shall not have been sold or otherwise applied pursuant to the terms hereof.
SECTION 17. Severability and Applicable Laws. Any provision of this Security
Agreement prohibited or unenforceable by any applicable law of any
jurisdiction shall, with respect to such jurisdiction, be ineffective to the
extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.
Except as otherwise provided in this Security Agreement, Ramtron, to the full
extent permitted by law, hereby waives (i) all statutory or other legal
requirements for any notice of any kind, including without limitation notice
of intention to take possession of or to sell or lease all or any portion of
the Equipment and any other requirements as to the time, place and terms of
the sale or lease thereof, (ii) any other requirements with respect to the
enforcement of the Infineon's rights under this Security Agreement, and
(iii) any and all rights of redemption.
SECTION 18. Remedies Cumulative. No right, power or remedy conferred upon or
reserved to the Infineon under this Security Agreement, the Securities
Purchase Agreement or the Debenture is exclusive of any other right, power or
remedy, but each and every such right, power and remedy shall be cumulative
and concurrent and shall be in addition to any other right, power and remedy
given hereunder or under the Securities Purchase Agreement or Debenture, or
now or hereafter existing at law, in equity or by statute.
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SECTION 19. Governing Law; Terms. This Security Agreement shall be governed
by and construed in accordance with the laws of the State of New York, except
as required by mandatory provisions of law and except to the extent that the
validity or perfection of the security interest hereunder, or remedies
hereunder, in respect of any particular portion of the Collateral is governed
by the laws of a jurisdiction other than the State of New York. Unless
otherwise defined herein or in the Documents, terms defined in Article 9 of
the Uniform Commercial Code (as enacted in the State of New York) and used
herein shall have the meanings set forth therein.
IN WITNESS WHEREOF, the parties have caused this Security Agreement to be duly
executed and delivered by their officers thereunto duly authorized as of the
date first above written.
RAMTRON INTERNATIONAL CORPORATION,
a Delaware corporation:
By: /S/ Xxxxxxx X. Xxxxxxxx, III
-------------------------------
Name: Xxxxxxx X. Xxxxxxxx, III
Its: CEO
INFINEON TECHNOLOGIES AG,
a German stock corporation:
By: /S/ Xx. Xxxxxxx Xxxxxxx
---------------------------
Name: Xx. Xxxxxxx Xxxxxxx
Its: Vice President Business Administration
Memory Product Group
By: /S/ Xx. Xxxxxx Xxxxxx
------------------------
Name: Xx. Xxxxxx Xxxxx
Its: Sr. Vice President and General Manager
Memory Product Group
Page-13
