AND SECURITY INTEREST IN ALL OF ITS RIGHT, TITLE AND
INTEREST IN AND TO THE COLLATERAL, WHEREVER LOCATED, WHETHER NOW OWNED OR
HEREAFTER ACQUIRED OR ARISING, AND ALL PROCEEDS AND PRODUCTS THEREOF.
2.2
SECURITY FOR DEBTOR'S OBLIGATIONS.
THIS
AGREEMENT AND THE COLLATERAL SECURE THE FULL AND PROMPT PAYMENT, AT ANY TIME AND
FROM TIME TO TIME AS AND WHEN DUE (WHETHER AT THE STATED MATURITY, BY
ACCELERATION OR OTHERWISE), OF ALL OF THE OBLIGATIONS OF THE DEBTOR.
2.3
SECURITY INTERESTS ABSOLUTE.
ALL RIGHTS OF
THE SECURED PARTY AND SECURITY INTERESTS HEREUNDER, AND ALL OBLIGATIONS OF THE
DEBTOR HEREUNDER, SHALL BE ABSOLUTE AND UNCONDITIONAL AND, WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, SHALL NOT BE RELEASED, DISCHARGED OR OTHERWISE
AFFECTED BY:
(A)
ANY EXTENSION, RENEWAL, SETTLEMENT,
COMPROMISE, WAIVER OR RELEASE IN RESPECT OF ANY OBLIGATION, THE ROYALTY
AGREEMENT OR ANY OTHER DOCUMENT EVIDENCING OR SECURING SUCH OBLIGATION, BY
OPERATION OF LAW OR OTHERWISE;
(B)
ANY MODIFICATION, AMENDMENT OR SUPPLEMENT TO
THE ROYALTY AGREEMENT OR ANY OTHER DOCUMENT EVIDENCING OR SECURING ANY
OBLIGATION;
(C)
ANY RELEASE, NON-PERFECTION OR INVALIDITY
OF ANY DIRECT OR INDIRECT SECURITY FOR ANY OBLIGATION;
(D)
ANY INSOLVENCY, BANKRUPTCY, REORGANIZATION
OR OTHER SIMILAR PROCEEDING AFFECTING THE DEBTOR OR ITS ASSETS OR ANY RESULTING
DISALLOWANCE, RELEASE OR DISCHARGE OF ALL OR ANY PORTION OF THE OBLIGATIONS;
(E)
THE EXISTENCE OF ANY CLAIM, SET-OFF OR
OTHER RIGHT WHICH THE SECURED PARTY MAY HAVE AT ANY TIME AGAINST THE DEBTOR OR
ANY OTHER PERSON, WHETHER IN CONNECTION HEREWITH OR ANY UNRELATED TRANSACTIONS;
PROVIDED, THAT NOTHING HEREIN SHALL PREVENT THE ASSERTION OF ANY SUCH CLAIM BY
SEPARATE SUIT OR COMPULSORY COUNTERCLAIM;
4
(F)
ANY INVALIDITY OR UNENFORCEABILITY
RELATING TO OR AGAINST THE DEBTOR FOR ANY REASON OF ANY OBLIGATION, OR ANY
PROVISION OF APPLICABLE LAW OR REGULATION PURPORTING TO PROHIBIT THE PAYMENT BY
THE DEBTOR OF THE OBLIGATIONS;
(G)
ANY FAILURE BY THE SECURED PARTY (A) TO FILE
OR ENFORCE A CLAIM AGAINST THE DEBTOR (IN A BANKRUPTCY OR OTHER PROCEEDING),
(B) TO GIVE NOTICE OF THE EXISTENCE, CREATION OR INCURRENCE BY THE DEBTOR OF ANY
NEW OR ADDITIONAL INDEBTEDNESS OR OBLIGATION UNDER OR WITH RESPECT TO THE
OBLIGATIONS, (C) TO COMMENCE ANY ACTION AGAINST THE DEBTOR OR (D) TO PROCEED
WITH DUE DILIGENCE IN THE COLLECTION, PROTECTION OR REALIZATION UPON ANY
COLLATERAL SECURING THE OBLIGATIONS; OR
(H)
ANY OTHER ACT OR OMISSION TO ACT OR DELAY OF
ANY KIND BY THE SECURED PARTY OR THE DEBTOR OR ANY OTHER CORPORATION OR PERSON
OR ANY OTHER CIRCUMSTANCE WHATSOEVER WHICH MIGHT, BUT FOR THE PROVISIONS OF THIS
CLAUSE, CONSTITUTE A LEGAL OR EQUITABLE DISCHARGE OF THE DEBTOR'S OBLIGATIONS
HEREUNDER.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
Debtor hereby represents and warrants as follows:
3.1
OWNERSHIP OF COLLATERAL.
THE DEBTOR OWNS,
OR HAS VALID RIGHTS AS A LESSEE OR LICENSEE WITH RESPECT TO, ALL COLLATERAL
PURPORTED TO BE PLEDGED BY IT HEREUNDER, FREE AND CLEAR OF ANY LIENS EXCEPT FOR
PERMITTED LIENS.
NO MORTGAGE, SECURITY AGREEMENT, FINANCING STATEMENT OR OTHER
PUBLIC NOTICE WITH RESPECT TO ALL