Common use of Security Interest Absolute Clause in Contracts

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual Property, or any release or amendment or waiver of or consent to departure from any other Intellectual Property for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual Property; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual Property, or any release or amendment or waiver of or consent to departure from any other Intellectual Property for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual Property; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's ’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's ’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the NotesDebentures, the Warrants or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the NotesDebentures, the Warrants or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (ai) any lack of validity or enforceability of this Agreement, the NotesPurchase Agreement, the Warrants and any other Transaction Documents or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (bii) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notesterms and provisions of the Purchase Agreement, the Warrants any other Transaction Documents, or any other agreement entered into in connection with the foregoing; (ciii) any exchange, release or nonperfection non-perfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (div) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (ev) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest security interests granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the Bankruptcy Code or any other similar insolvency or bankruptcy or insolvency laws of the United Statesany jurisdiction , or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's ’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person Person or to apply any Intellectual Property Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the NotesDebentures, the Warrants or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the NotesDebentures, the Warrants or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual Property, or any release or amendment or waiver of or consent to departure from any other Intellectual Property for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual Property; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party hereunder, the Security Interest and all Obligations obligations of the Company hereunder, Debtor hereunder shall be absolute and unconditionalunconditional irrespective of (i) any filing by or against Debtor of any petition in bankruptcy or any action under federal or state law for the relief of debtors or the seeking or consenting to of the appointment of an administrator, irrespective of: receiver, custodian or similar officer for the wind up of its business; (aii) any lack of validity or enforceability of this Agreement, the Notes, the Warrants or any agreement entered into in connection with respect to any of the foregoingObligations, or any portion hereof or thereof; (biii) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from any agreement or instrument with respect to the NotesObligations, the Warrants or any other agreement entered into in connection with the foregoing; (c) any iv)any exchange, release or nonperfection non-perfection of any of the Intellectual Property, lien or any release or amendment or waiver of or consent to under or departure from any other Intellectual Property forguarantee, securing or any guaranty, or any other security, for guaranteeing all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual Property; or (ev) any other circumstance which that might otherwise constitute any legal or equitable a defense available to the Companyto, or a discharge of, Debtor in respect of the Obligations or this Agreement. If, after receipt of any payment of all or any part of the Security Interest granted hereby. Until Obligations, Secured Party is for any reason compelled to surrender such payment to any person or entity, because such payment is determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, such payment shall be reinstated as part of the Obligations and this Agreement shall continue in full force notwithstanding any contrary action which may have been paid and performed in full, the rights of the taken by Secured Party shall continue even if the Obligations are barred for in reliance upon such payment, and any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property or any payment received by the Secured Party hereunder such contrary action so taken shall be deemed by final order of a court of competent jurisdiction without prejudice to have been a voidable preference or fraudulent conveyance Secured Party’s rights under the bankruptcy or insolvency laws of the United States, or this Agreement and shall be deemed to be otherwise due to any party other than the Secured Party, then, in any have been conditioned upon such event, the Company's obligations hereunder shall survive cancellation of this Agreement, payment having become final and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured herebyirrevocable.

Security Interest Absolute. All rights of the Secured Party Parties and all Obligations obligations of the Company Debtors hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants Debentures or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants Debentures or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party Parties to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Companya Debtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company Each Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party Parties hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured PartyParties, then, in any such event, the Company's each Debtor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company Each Debtor waives all right to require the Secured Party Parties to proceed against any other person or entity or to apply any Intellectual Property Collateral which the Secured Party Parties may hold at any time, or to marshal assets, or to pursue any other remedy. The Company Each Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants Debentures or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants Debentures or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the NotesDebentures, the Warrants or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the NotesDebentures, the Warrants or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's ’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party Parties and all Obligations of the Company Debtor hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants Debentures or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants Debentures or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party Parties to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Companya Debtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party Parties hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured PartyParties, then, in any such event, the CompanyDebtor's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company Debtor waives all right to require the Secured Party Parties to proceed against any other person or to apply any Intellectual Property Collateral which the Secured Party Parties may hold at any time, or to marshal assets, or to pursue any other remedy. The Company Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (ai) any lack of validity or enforceability of this Agreement, the NotesPurchase Agreement, the Warrants and any other Transaction Documents or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (bii) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notesterms and provisions of the Purchase Agreement, the Warrants any other Transaction Documents, or any other agreement entered into in connection with the foregoing; (ciii) any exchange, release or nonperfection non-perfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (div) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (ev) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest security interests granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the Bankruptcy Code or any other similar insolvency or bankruptcy or insolvency laws of the United Statesany jurisdiction, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's ’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person Person or to apply any Intellectual Property Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company Debtors hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the NotesAmended Note, the Warrants Guaranty or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the NotesAmended Note, the Warrants Guaranty or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the CompanyDebtors, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company Debtors expressly waives waive presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's Debtors’ obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives Debtors waive all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives Debtors waive any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party Parties and all Obligations obligations of the Company Debtors hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants Debentures or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants Debentures or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party Parties to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Companya Debtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company Each Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party Parties hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured PartyParties, then, in any such event, the Companyeach Debtor's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company Each Debtor waives all right to require the Secured Party Parties to proceed against any other person or entity or to apply any Intellectual Property Collateral which the Secured Party Parties may hold at any time, or to marshal assets, or to pursue any other remedy. The Company Each Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's ’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party and all Obligations obligations of the Company Debtors hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants Notes or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants Notes or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Companya Debtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company Each Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's each Debtor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company Each Debtor waives all right to require the Secured Party to proceed against any other person or entity or to apply any Intellectual Property Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company Each Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party Parties and all Obligations obligations of the Company Debtors hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants Notes or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants Notes or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party Parties to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Companya Debtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company Each Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party Parties hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured PartyParties, then, in any such event, the Company's each Debtor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company Each Debtor waives all right to require the Secured Party Parties to proceed against any other person or entity or to apply any Intellectual Property Collateral which the Secured Party Parties may hold at any time, or to marshal assets, or to pursue any other remedy. The Company Each Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party and all -------------------------- Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the NotesDebentures, the Warrants or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the NotesDebentures, the Warrants or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company Debtor hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants Debenture or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants Debenture or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Companya Debtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the CompanyDebtor's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company Debtor waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party Parties and all Obligations obligations of the Company Debtors hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants Notes or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants Notes or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party Parties to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Companya Debtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company Each Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party Parties hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured PartyParties, then, in any such event, the Companyeach Debtor's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company Each Debtor waives all right to require the Secured Party Parties to proceed against any other person or entity or to apply any Intellectual Property Collateral which the Secured Party Parties may hold at any time, or to marshal assets, or to pursue any other remedy. The Company Each Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the NotesDebentures, the Warrants Warrant or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the NotesDebentures, the Warrants Warrant or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party hereunder, the Security Interest and all Obligations obligations of the Company hereunder, Debtor hereunder shall be absolute and unconditionalunconditional irrespective of (i) any filing by or against Debtor of any petition in bankruptcy or any action under federal or state law for the relief of debtors or the seeking or consenting to of the appointment of an administrator, irrespective of: receiver, custodian or similar officer for the wind up of its business; (aii) any lack of validity or enforceability of this Agreement, the Notes, the Warrants or any agreement entered into in connection with respect to any of the foregoingObligations, or any portion hereof or thereof; (biii) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from any agreement or instrument with respect to the NotesObligations, the Warrants or any other agreement entered into in connection with the foregoing; (civ) any exchange, release or nonperfection non-perfection of any of the Intellectual Property, lien or any release or amendment or waiver of or consent to under or departure from any other Intellectual Property forguarantee, securing or any guaranty, or any other security, for guaranteeing all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual Property; or (ev) any other circumstance which that might otherwise constitute any legal or equitable a defense available to the Companyto, or a discharge of, Debtor in respect of the Obligations or this Agreement. If, after receipt of any payment of all or any part of the Security Interest granted hereby. Until Obligations, Secured Party is for any reason compelled to surrender such payment to any person or entity, because such payment is determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, such payment shall be reinstated as part of the Obligations and this Agreement shall continue in full force notwithstanding any contrary action which may have been paid and performed in full, the rights of the taken by Secured Party shall continue even if the Obligations are barred for in reliance upon such payment, and any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property or any payment received by the Secured Party hereunder such contrary action so taken shall be deemed by final order of a court of competent jurisdiction without prejudice to have been a voidable preference or fraudulent conveyance Secured Party's rights under the bankruptcy or insolvency laws of the United States, or this Agreement and shall be deemed to be otherwise due to any party other than the Secured Party, then, in any have been conditioned upon such event, the Company's obligations hereunder shall survive cancellation of this Agreement, payment having become final and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured herebyirrevocable.

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants Notes or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants Notes or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the each Secured Party and all Obligations of the Company hereunder, Obligors hereunder shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants other Transaction Documents or any other agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from this Agreement, the Notes, the Warrants other Transaction Documents or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party Collateral Agent to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the CompanyObligors, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations (other than Unasserted Contingent Obligations) shall have been paid and performed in full, the rights of the each Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company Each Obligor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the any Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the any Secured Party, then, in any such event, the Company's Obligors’ obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company Each Obligor waives all right to require the a Secured Party to proceed against any other person or to apply any Intellectual Property Collateral which the such Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company Each Obligor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party Parties and all Obligations of the Company Obligor hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants Notes or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner manner, or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants Transaction Documents or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party Parties to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the CompanyObligor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company Each Obligor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party Parties hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party Parties other than the Secured PartyParties, then, in any such event, the Company's Obligor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company Obligor waives all right to require the Secured Party Parties to proceed against any other person or to apply any Intellectual Property Collateral which the Secured Party Parties may hold at any time, or to marshal assets, or to pursue any other remedy. The Company Obligor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the each Secured Party and all Obligations of the Company hereunder, Debtors hereunder shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants Debentures or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants Debentures or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party Required Holders to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Companyany Debtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the each Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the any Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the any Secured Party, then, in any such event, the Company's Debtors’ obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company Each Debtor waives all right to require the a Secured Party to proceed against any other person or Debtor or to apply any Intellectual Property Collateral which the such Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company Each Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (ai) any lack of validity or enforceability of this Agreement, the NotesGuaranty, the Warrants Purchase Agreement, and any other Transaction Documents or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (bii) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notesterms and provisions of the Guaranty, the Warrants Purchase Agreement, any other Transaction Documents, or any other agreement entered into in connection with the foregoing; (ciii) any exchange, release or nonperfection non-perfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (div) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (ev) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest security interests granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the Bankruptcy Code or any other similar insolvency or bankruptcy or insolvency laws of the United Statesany jurisdiction, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's ’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person Person or to apply any Intellectual Property Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party and all Obligations obligations of the Company Debtors hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants Notes or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants Notes or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection non-perfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole reasonable discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Companya Debtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company Each Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's each Debtor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company Each Debtor waives all right to require the Secured Party to proceed against any other person or entity or to apply any Intellectual Property Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company Each Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the NotesDebentures, the Warrants or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the NotesDebentures, the Warrants or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual Property, or any release or amendment or waiver of or consent to departure from any other Intellectual Property for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual Property; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's ’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party and all ---------------------------- Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the NotesDebentures, the Warrants or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the NotesDebentures, the Warrants or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Collateral Agent and the Secured Party Parties and all Obligations obligations of the Company Debtors hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants Notes or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants Notes or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by any of the Secured Party Parties to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Companya Debtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company Each Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Collateral Agent for the benefit of any Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured PartyParties, then, in any such event, the Company's each Debtor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company Each Debtor waives all right to require the any Secured Party to proceed against any other person or entity or to apply any Intellectual Property Collateral which the Collateral Agent or any Secured Party Parties may hold at any time, or to marshal assets, or to pursue any other remedy. The Company Each Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party and all Obligations obligations of the Company Debtors hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants Notes or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants Notes or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection non-perfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Companya Debtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company Each Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's each Debtor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company Each Debtor waives all right to require the Secured Party to proceed against any other person or entity or to apply any Intellectual Property Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company Each Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party Parties and all Obligations obligations of the Company Debtors hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, any of the Notes, the Warrants or any agreement entered into in connection with the foregoing, or any portion hereof or thereofTransaction Documents; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to of the Transaction Documents (other than any departure from agreement signed by the Notes, the Warrants or any other agreement entered into in connection with the foregoingSecured Parties specifically releasing such obligations); (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by any of the Secured Party Parties to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Companya Debtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company Each Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Collateral Agent for the benefit of any Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured PartyParties, then, in any such event, the Company's each Debtor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company Each Debtor waives all right to require the any Secured Party to proceed against any other person Person or to apply any Intellectual Property Collateral which the Collateral Agent or any Secured Party Parties may hold at any time, or to marshal assets, or to pursue any other remedy. The Company Each Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party Parties and all Obligations obligations of the Company Debtor hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants Notes or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants Notes or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party Parties to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Companya Debtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party Parties hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured PartyParties, then, in any such event, the CompanyDebtor's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company Debtor waives all right to require the Secured Party Parties to proceed against any other person or entity or to apply any Intellectual Property Collateral which the Secured Party Parties may hold at any time, or to marshal assets, or to pursue any other remedy. The Company Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party Parties and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective regardless of: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants Notes or any other agreement entered into in connection with the foregoing; (cb) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; or (dc) any action by the Secured Party Parties to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual Property; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcyCollateral. The Company expressly waives presentment, protest, protest and notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party Parties hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured PartyParties, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party Parties to proceed against any other person or to apply any Intellectual Property Collateral which the Secured Party Parties may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party Parties and all Obligations obligations of the Company Debtor hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants Debentures or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants Debentures or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party Parties to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the CompanyDebtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party Parties hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured PartyParties, then, in any such event, the CompanyDebtor's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company Debtor waives all right to require the Secured Party Parties to proceed against any other person or entity or to apply any Intellectual Property Collateral which the Secured Party Parties may hold at any time, or to marshal assets, or to pursue any other remedy. The Company Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company Grantor hereunder, shall be absolute and unconditional, irrespective of: (ai) any lack of validity or enforceability of this Agreement, the NotesPurchase Agreement, the Warrants and any other Transaction Documents or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (bii) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notesterms and provisions of the Purchase Agreement, the Warrants any other Transaction Documents, or any other agreement entered into in connection with the foregoing; (ciii) any exchange, release or nonperfection non-perfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (div) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (ev) any other circumstance which might otherwise constitute any legal or equitable defense available to the CompanyGrantor, or a discharge of all or any part of the Security Interest security interests granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the Bankruptcy Code or any other similar insolvency or bankruptcy or insolvency laws of the United Statesany jurisdiction , or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's Grantor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company Grantor waives all right to require the Secured Party to proceed against any other person Person or to apply any Intellectual Property Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company Grantor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party hereunder, the Security Interest and all Obligations obligations of the Company hereunder, Debtor hereunder shall be absolute and unconditionalunconditional irrespective of (i) any filing by or against Debtor of any petition in bankruptcy or any action under federal or state law for the relief of debtors or the seeking or consenting to of the appointment of an administrator, irrespective of: receiver, custodian or similar officer for the wind up of its business; (aii) any lack of validity or enforceability of this Agreement, the Notes, the Warrants or any agreement entered into in connection with respect to any of the foregoingObligations, or any portion hereof or thereof; (biii) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from any agreement or instrument with respect to the NotesObligations, the Warrants or any other agreement entered into in connection with the foregoing; (civ) any exchange, release or nonperfection non-perfection of any of the Intellectual Property, lien or any release or amendment or waiver of or consent to under or departure from any other Intellectual Property forguarantee, securing or any guaranty, or any other security, for guaranteeing all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual Property; or (ev) any other circumstance which that might otherwise constitute any legal or equitable a defense available to the Companyto, or a discharge of, Debtor in respect of the Obligations or this Agreement. If, after receipt of any payment of all or any part of the Security Interest granted hereby. Until Obligations, Secured Party is for any reason compelled to surrender such payment to any person or entity, because such payment is determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, such payment shall be reinstated as part of the Obligations and this Agreement shall continue in full force notwithstanding any contrary action which may have been paid and performed in full, the rights of the taken by Secured Party shall continue even if the Obligations are barred for in reliance upon such payment, and any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property or any payment received by the Secured Party hereunder such contrary action so taken shall be deemed by final order of a court of competent jurisdiction without prejudice to have been a voidable preference or fraudulent conveyance Secured Party’s rights under the bankruptcy or insolvency laws of the United States, or this Agreement and shall be deemed to be otherwise due to any party other than the Secured Party, then, in any have been conditioned upon such event, the Company's obligations hereunder shall survive cancellation of this Agreement, payment having become final and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured herebyirrevocable.

Security Interest Absolute. All rights of the Secured Party Administrative Agent hereunder, the Security Interest and all Obligations obligations of the Company hereunder, Grantors hereunder shall be absolute and unconditional, unconditional irrespective of: of (a) any lack of validity or enforceability of this the Credit Agreement, any other Loan Document, any agreement with respect to any of the Notes, the Warrants Obligations or any other agreement entered into in connection with or instrument relating to any of the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the NotesCredit Agreement, the Warrants any other Loan Document, or any other agreement entered into in connection with the foregoing; or instrument, (c) any exchange, release or nonperfection non-perfection of any of the Intellectual PropertyLien on other collateral, or any release or amendment or waiver of or consent to under or departure from any other Intellectual Property for, or any guaranty, the Facility Guarantee or any other securityguarantee, for securing or guaranteeing all or any of the Obligations; , or (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual Property; or (e) any other circumstance which that might otherwise constitute any legal or equitable a defense available to the Companyto, or a discharge of all or of, any part Grantor in respect of the Security Interest granted hereby. Until Obligations or this Agreement (other than circumstances under which (i) the Commitments have expired or been terminated, (ii) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid and performed in full, (iii) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the rights applicable Issuing Banks) and (iv) all Letter of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to Credit Outstandings have been reduced to zero (or cash collateralized in a voidable preference or fraudulent conveyance under manner satisfactory to the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured herebyapplicable Issuing Banks)).

Security Interest Absolute. All rights of the Secured Party Parties and all Obligations obligations of the Company Debtor hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants Notes or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants Notes or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party Parties to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the CompanyDebtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party Parties hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured PartyParties, then, in any such event, the Company's Debtor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company Debtor waives all right to require the Secured Party Parties to proceed against any other person or entity or to apply any Intellectual Property Collateral which the Secured Party Parties may hold at any time, or to marshal assets, or to pursue any other remedy. The Company Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party and all Obligations obligations of the Company Debtors hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants Notes or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants Notes or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection non-perfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Companya Debtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company Each Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's each Debtor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company Each Debtor waives all right to require the Secured Party to proceed against any other person or entity or to apply any Intellectual Property Collateral which the Secured Party Parties may hold at any time, or to marshal assets, or to pursue any other remedy. The Company Each Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party hereunder, the Security Interest and all Obligations obligations of the Company hereunder, Debtor and Borrowers hereunder shall be absolute and unconditionalunconditional irrespective of (i) any filing by or against Debtor of any petition in bankruptcy or any action under federal or state law for the relief of debtors or the seeking or consenting to of the appointment of an administrator, irrespective of: receiver, custodian or similar officer for the wind up of its business; (aii) any lack of validity or enforceability of this Agreement, the Notes, the Warrants or any agreement entered into in connection with respect to any of the foregoingObligations, or any portion hereof or thereof; (biii) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from any agreement or instrument with respect to the NotesObligations, the Warrants or any other agreement entered into in connection with the foregoing; (c) any iv)any exchange, release or nonperfection non-perfection of any of the Intellectual Property, lien or any release or amendment or waiver of or consent to under or departure from any other Intellectual Property forguarantee, securing or any guaranty, or any other security, for guaranteeing all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual Property; or (ev) any other circumstance which that might otherwise constitute any legal or equitable a defense available to the Companyto, or a discharge of, Debtor in respect of the Obligations or this Agreement. If, after receipt of any payment of all or any part of the Security Interest granted hereby. Until Obligations, Secured Party is for any reason compelled to surrender such payment to any person or entity, because such payment is determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, such payment shall be reinstated as part of the Obligations and this Agreement shall continue in full force notwithstanding any contrary action which may have been paid and performed in full, the rights of the taken by Secured Party shall continue even if the Obligations are barred for in reliance upon such payment, and any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property or any payment received by the Secured Party hereunder such contrary action so taken shall be deemed by final order of a court of competent jurisdiction without prejudice to have been a voidable preference or fraudulent conveyance Secured Party’s rights under the bankruptcy or insolvency laws of the United States, or this Agreement and shall be deemed to be otherwise due to any party other than the Secured Party, then, in any have been conditioned upon such event, the Company's obligations hereunder shall survive cancellation of this Agreement, payment having become final and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured herebyirrevocable.

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company Debtor hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants Notes or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants Notes or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Companydebtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's Debtor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company Debtor waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (ai) any lack of validity or enforceability of this Agreement, the Notes, the Warrants Note or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (bii) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notesterms and provisions of the Note, the Warrants or any other agreement entered into in connection with the foregoing; (ciii) any exchange, release or nonperfection non-perfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (div) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (ev) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest security interests granted hereby. Until the Obligations shall have been paid and performed in full, or until the Secured Party’s rights hereunder are specifically released in writing by Secured Party, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the Bankruptcy Code or any other similar insolvency or bankruptcy or insolvency laws of the United Statesany jurisdiction, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's ’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or entity, or to apply any Intellectual Property Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Collateral Agent and the Secured Party Parties and all Obligations obligations of the Company Debtors hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants Debentures or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants Debentures or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by any of the Secured Party Parties to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Companya Debtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company Each Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Collateral Agent for the benefit of any Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured PartyParties, then, in any such event, the Company's each Debtor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company Each Debtor waives all right to require the any Secured Party to proceed against any other person or entity or to apply any Intellectual Property Collateral which the Collateral Agent or any Secured Party Parties may hold at any time, or to marshal assets, or to pursue any other remedy. The Company Each Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party and -------------------------- all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants Debentures or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants Debentures or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party Parties and all Obligations obligations of the Company Debtor hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants Debentures or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants Debentures or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party Parties to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Companya Debtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party Parties hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured PartyParties, then, in any such event, the Company's Debtor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company Debtor waives all right to require the Secured Party Parties to proceed against any other person or entity or to apply any Intellectual Property Collateral which the Secured Party Parties may hold at any time, or to marshal assets, or to pursue any other remedy. The Company Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the NotesNote , the Warrants Purchase Agreement or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the NotesNote, the Warrants Purchase Agreement or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's ’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party Parties and all Obligations obligations of the Company Debtors hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the NotesSeries B Designations, the Warrants Series C Designations or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the NotesSeries B Designations, the Warrants Series C Designations or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party Parties to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Companya Debtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company Each Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party Parties hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured PartyParties, then, in any such event, the Company's each Debtor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company Each Debtor waives all right to require the Secured Party Parties to proceed against any other person or entity or to apply any Intellectual Property Collateral which the Secured Party Parties may hold at any time, or to marshal assets, or to pursue any other remedy. The Company Each Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of Collateral Agent and the Secured Party security interests granted to Collateral Agent hereunder, and all Obligations obligations of the Company Pledgor hereunder, shall be absolute and unconditional, irrespective of: of (a) any lack of validity or enforceability of this Agreementthe Credit Agreements, the Notes, the Warrants any Note or any agreement entered into in connection with other Loan Document, (b) the foregoingfailure of any Lender Party or any holder of any Note, (i) to assert any claim or demand or to enforce any right or remedy against Borrower, any other Obligor or any other Person under the provisions of the Credit Agreements, any Note, any other Loan Document or otherwise, or (ii) to exercise any portion hereof right or thereof; remedy against any other guarantor of, or collateral securing, any Obligations of Borrower or any other Obligor, (bc) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the ObligationsObligations or any other extension, compromise or renewal of any Obligation of Borrower or any other Obligor, (d) any reduction, limitation, impairment or termination of any Obligations of Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of Borrower, any other Obligor or otherwise, (e) any amendment to, rescission, waiver, or waiver of other modification of, or any consent to departure from, any departure from of the Notesterms of the Credit Agreements, the Warrants any Note or any other agreement entered into in connection with the foregoing; Loan Document, (cf) any addition, exchange, release release, surrender or nonperfection non-perfection of any of collateral (including the Intellectual PropertyCollateral), or any release or amendment to or waiver or release of or addition to or consent to departure from any other Intellectual Property for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual Property; or (eg) any other circumstance circumstances which might otherwise constitute any a defense available to, or a legal or equitable defense available to the Companydischarge of, or a discharge of all Borrower, any other Obligor, any surety or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured herebyguarantor.

Security Interest Absolute. All rights of the Secured Party Parties and all Obligations of the Company Borrower hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants Debentures or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants Debentures or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party Parties to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the CompanyBorrower, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company Borrower expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party Parties hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured PartyParties, then, in any such event, the Company's Borrower’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company Borrower waives all right to require the Secured Party Parties to proceed against any other person or to apply any Intellectual Property Collateral which the Secured Party Parties may hold at any time, or to marshal assets, or to pursue any other remedy. The Company Borrower waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company Grantor hereunder, shall be absolute and unconditional, irrespective of: (ai) any lack of validity or enforceability of this Agreement, the NotesPurchase Agreement, the Warrants and any other Transaction Documents or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (bii) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notesterms and provisions of the Purchase Agreement, the Warrants any other Transaction Documents, or any other agreement entered into in connection with the foregoing; (ciii) any exchange, release or nonperfection non-perfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (div) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (ev) except for payment and performance, any other circumstance which might otherwise constitute any legal or equitable defense available to the CompanyGrantor, or a discharge of all or any part of the Security Interest security interests granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the Bankruptcy Code or any other similar insolvency or bankruptcy or insolvency laws of the United Statesany jurisdiction , or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's Grantor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company Grantor waives all right to require the Secured Party to proceed against any other person Person or to apply any Intellectual Property Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company Grantor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of Pledgee and the Secured Party security interests granted to Pledgee hereunder, and all Obligations obligations of the Company Pledgor hereunder, shall be absolute and unconditional, irrespective of: of (a) any lack of validity or enforceability of this the Put Agreement, the Notes, the Warrants or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) the failure of Pledgee (i) to assert any claim or demand or to enforce any right or remedy against Pledgor, Pledgor or any other Person under the provisions of the Put Agreement or otherwise, or (ii) to exercise any right or remedy against any guarantor of, or collateral securing, any Secured Obligations; (c) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the ObligationsSecured Obligations or any other extension, compromise or renewal of any Secured Obligation; (d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; (e) any amendment to, rescission, waiver or waiver of other modification of, or any consent to departure from, any departure from of the Notes, terms of the Warrants or any other agreement entered into in connection with the foregoingPut Agreement; (cf) any addition, exchange, release release, surrender or nonperfection of any of collateral (including the Intellectual PropertyCollateral), or any release or amendment to or waiver or release of or addition to or consent to departure from any other Intellectual Property for, or any guaranty, or any other security, for all or any of the Secured Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual Property; or (eg) any other circumstance circumstances which might otherwise constitute any a defense available to, or a legal or equitable defense available to the Companydischarge of, or a discharge of all Pledgor, any surety or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured herebyguarantor.

Security Interest Absolute. All rights of the Secured Party Lender and all Obligations of the Company Borrower hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants or any agreement entered into in connection with the foregoingLoan Document, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants Secured Promissory Note or any other agreement entered into in connection with the foregoingLoan Document; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party Lender to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the CompanyBorrower, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company Borrower expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party Lender hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured PartyLender, then, in any such event, the Company's Borrower’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company Borrower waives all right to require the Secured Party Lender to proceed against any other person or to apply any Intellectual Property Collateral which the Secured Party Lender may hold at any time, or to marshal assets, or to pursue any other remedy. The Company Borrower waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants Notes or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants Notes or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual Property, or any release or amendment or waiver of or consent to departure from any other Intellectual Property for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual Property; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's ’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company Obligor hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the NotesPromissory Note, the Warrants or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Promissory Notes, the Warrants or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the CompanyObligor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company Obligor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's Obligor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company Obligor waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company Obligor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party Parties and the security interests granted to the Secured Parties hereunder, and all Obligations obligations of the Company Debtor hereunder, shall be absolute and unconditional, irrespective of: (a) the failure of Secured Parties to assert any lack of validity claim or enforceability of this Agreement, the Notes, the Warrants demand or to enforce any agreement entered into in connection with the foregoingright or remedy against Debtor or to exercise any right or remedy against any other guarantor of, or Secured Collateral security for, any portion hereof or thereofSecured Obligations; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, Secured Obligations or any other amendment extension, compromise or waiver renewal of or any consent to any departure from the Notes, the Warrants or any other agreement entered into in connection with the foregoingSecured Obligation; (c) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Debtor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affect, any Secured Obligations; (d) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of any Loan Document; (e) any addition, exchange, release release, surrender or nonperfection of any of the Intellectual PropertySecured Collateral, or any release or amendment to or waiver or release of or addition to or consent to departure from any other Intellectual Property for, or any guaranty, or any other security, for all or any of the Secured Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual Property; or (ef) any other circumstance circumstances which might otherwise constitute any a defense available to, or a legal or equitable defense available to the Companydischarge of, or a discharge of all Debtor, any surety or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured herebyguarantor.

Security Interest Absolute. All rights of the Secured Party Parties and all Obligations obligations of the Company Debtors hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Security Agreement, the Notes, the Warrants Debentures or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants Debentures or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party Parties to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Companya Debtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company Each Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party Parties hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured PartyParties, then, in any such event, the Companyeach Debtor's obligations hereunder shall survive cancellation of this Security Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Security Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company Each Debtor waives all right to require the Secured Party Parties to proceed against any other person or entity or to apply any Intellectual Property Collateral which the Secured Party Parties may hold at any time, or to marshal assets, or to pursue any other remedy. The Company Each Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights Pledgor agrees that the obligations of the Secured Party and all Obligations of the Company hereunder, Pledgor hereunder shall be absolute and unconditionalunconditional and, irrespective ofwithout limiting the generality of the foregoing, shall not be released, discharged, or otherwise impaired by, and Pledgor waives any defenses to this Agreement which Pledgor has which relate to: (a) any lack invalidity or unenforceability of validity or enforceability of this Agreement, the Notes, the Warrants Secured Obligations or any agreement entered into in connection with the foregoing, or any portion hereof or thereofTransaction Document; (b) any change in the timeclaim, manner or place of payment or performance ofcounterclaim, setoff, or in other right which any other term of, all Pledgor or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants or any other agreement entered into Company may have in connection with the foregoingTransaction Documents or otherwise (provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim); (c) any exchangeincrease, release release, or nonperfection of any of the Intellectual Propertyother modification of, or any release transfer of, the Secured Obligations or amendment or waiver of or consent to departure from any other Intellectual Property for, or any guaranty, or any other security, for all or any of the ObligationsTransaction Documents; (d) any action by grant, impairment, or release of any security or guaranty or other support for the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyObligations; or (e) any other circumstance which might otherwise constitute change in the existence, structure, or ownership of, or any legal insolvency, bankruptcy, liquidation, dissolution, or equitable defense available to the resulting release of, any Pledgor or Company, or a discharge of all any Person liable for the payment or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights performance of the Secured Party shall continue even if Obligations; (f) the Obligations are barred for failure to give notice of any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protestforegoing, notice of protestany breach or default, demandhowever denominated, under the Transaction Documents, or notice of nonpayment and nonpayment, demand for performance. In payment, intent to terminate, termination, or bringing of action to enforce payment or performance of the event that at Secured Obligations or any time any transfer other notice of any Intellectual Property kind relating to the Secured Obligations; or (g) any other action taken or omitted which affects the Secured Obligations. This Agreement shall continue to be effective or be reinstated, as the case may be, if any payment received by on the Secured Party hereunder shall Obligations must be deemed by final order refunded for any reason including any bankruptcy proceeding. It is the intention of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's Pledgor that Pledgor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied except by any prior final payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured herebyObligations.

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (ai) any lack of validity or enforceability of this Agreement, the Notes, the Warrants or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (bii) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants or any other agreement entered into in connection with the foregoing; (ciii) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (div) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (ev) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's ’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. The obligations of each Pledgor under this Agreement are independent of any other Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action may be brought and prosecuted against each Pledgor to enforce this Agreement, irrespective of whether any action is brought against such Pledgor or any other Loan Party or whether such Pledgor or any other Loan Party is joined in any such action or actions. All rights of the Collateral Agent and the other Secured Party Parties hereunder, the Security Interest, the pledge, assignment and security interest in the Pledged Collateral and all Obligations obligations of the Company hereunder, each Pledgor hereunder shall be irrevocable, absolute and unconditional, unconditional irrespective of: of (a) any lack of validity or enforceability of this the Credit Agreement, any other Loan Document, any agreement with respect to any of the Notes, the Warrants Obligations or any other agreement entered into in connection with or instrument relating to any of the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the NotesCredit Agreement, the Warrants any other Loan Document or any other agreement entered into in connection with the foregoing; or instrument, (c) any taking, exchange, release or nonperfection non-perfection of any of the Intellectual PropertyLien on other collateral, or any taking, release or amendment or waiver of or consent to under or departure from any guarantee, securing or guaranteeing all or any of the Obligations, (d) any manner of application of any Collateral or any other Intellectual Property forcollateral, or proceeds thereof, to all or any of the Obligations, or any guaranty, manner of sale or other disposition of any Collateral or any other security, collateral for all or any of the Obligations; Obligations or any other Loan Party under or in respect of the Loan Documents or any other assets of any Loan Party of any of its Subsidiaries, (de) any action by change, restructuring or termination of the corporate structure or existence of any Loan Party of any of its Subsidiaries, (f) any failure of any Secured Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, assets, nature of assets, liabilities or prospects of any other Loan Party now or hereafter known to such Secured Party (each Pledgor waiving any duty on the part of the Secured Party to obtaindisclose such information), adjust(g) the failure of any other Person to execute this Agreement or any other Security Document, settle guaranty or agreement or the release or reduction of liability of any other Pledgor or other grantor or surety with respect to the Obligations, and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual Property; or (eh) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, (including, without limitation, the running any statute of limitations) of any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the statute Obligations or this Agreement (other than a defense of limitations payment or bankruptcyperformance). The Company expressly waives presentmentThis Agreement shall continue to be effective or be reinstated, protestas the case may be, notice of protest, demand, notice of nonpayment and demand for performance. In the event that if at any time any transfer payment of any Intellectual Property of the Obligations is rescinded or must otherwise be returned by any payment received by the Secured Party hereunder shall be deemed or by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the any other Person upon insolvency, bankruptcy or insolvency laws reorganization of the United Statesany Loan Party or otherwise, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any all as though such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall payment had not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured herebybeen made.

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company Obligor hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants Note or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner manner, or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants Transaction Documents or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the CompanyObligor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company Each Obligor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party Parties other than the Secured Party, then, in any such event, the Company's Obligor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company Obligor waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company Obligor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. The obligations of the Grantor under this Agreement are independent of the Secured Obligations or any other obligations of the Grantor under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against the Grantor to enforce this Agreement, irrespective of whether any action is brought against the Grantor or whether the Grantor is joined in any such action or actions. All rights of the Secured Party Lender and the pledge, assignment and security interest hereunder, and all Obligations obligations of the Company Grantor hereunder, shall be irrevocable, absolute and unconditional, unconditional irrespective of, and the Grantor hereby irrevocably waives (to the maximum extent permitted by applicable law) any defenses it may now have or may hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants any Loan Document or any other agreement entered into in connection with the foregoing, or any portion hereof or thereofinstrument relating thereto; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, Secured Obligations or any other obligations of the Grantor under or in respect of the Loan Documents or any other amendment or waiver of or any consent to any departure from any Loan Document, including, without limitation, any increase in the Notes, Secured Obligations resulting from the Warrants extension of additional credit to the Borrower or any other agreement entered into in connection with the foregoingotherwise; (c) any taking, exchange, release or nonperfection non-perfection of any of the Intellectual PropertyCollateral or any other collateral, or any taking, release or amendment or waiver of or consent to departure from any other Intellectual Property for, or any guaranty, or any other security, for all or any of the Secured Obligations; (d) any action by manner of application of any Collateral or any other collateral, or proceeds thereof, to all or any of the Secured Party to obtainObligations, adjust, settle and cancel or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Secured Obligations or any other obligations of the Grantor under or in its sole discretion respect of the Loan Documents or any insurance claims or matters made or arising in connection with other assets of the Intellectual PropertyGrantor; or (e) any other circumstance which might otherwise constitute change, restructuring or termination of the organizational structure or existence of the Grantor; (f) any legal or equitable defense available failure of the Lender to disclose to the CompanyGrantor any information relating to the business, condition (financial or a discharge otherwise), operations, performance, assets, nature of all assets, liabilities or prospects of the Grantor (the Grantor waiving any duty on the part of the Security Interest granted hereby. Until Lender to disclose such information); (g) the Obligations shall have been paid and performed in fullfailure of any other Person to execute this Agreement or any other Loan Document, guaranty or agreement or the rights release or reduction of liability of the Grantor or other grantor or surety with respect to the Secured Party shall continue even if the Obligations are barred for Obligations; or (h) any reason, other circumstance (including, without limitation, the running of the any statute of limitations limitations) or bankruptcyany existence of or reliance on any representation by the Lender that might otherwise constitute a defense available to, or a discharge of, the Grantor or a third party grantor of a security interest. The Company expressly waives presentmentThis Agreement shall continue to be effective or be reinstated, protestas the case may be, notice of protest, demand, notice of nonpayment and demand for performance. In the event that if at any time any transfer payment of any Intellectual Property of the Secured Obligations is rescinded or any payment received must otherwise be returned by the Secured Party hereunder shall be deemed Lender or by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under any other Person upon the insolvency, bankruptcy or insolvency laws of reorganization the United StatesGrantor or otherwise, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any all as though such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall payment had not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured herebybeen made.

Security Interest Absolute. All rights of JNC and the Secured Party Security Interest hereunder, and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of any of the JNC Transaction Documents or this Agreement, the Notes, the Warrants or and any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants or any other agreement entered into in connection with the foregoingJNC Transaction Documents; (c) any exchange, release release, or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party JNC to obtain, adjust, settle settle, and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the JNC's rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment nonpayment, and demand for performance. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the Obligations shall have been paid and performed in full, and shall be binding upon the Company and its successors and permitted transferees and assigns. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party JNC hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured PartyJNC, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party JNC to proceed against any other person or to apply any Intellectual Property Collateral which the Secured Party JNC may hold at any time, or to marshal assets, or to pursue any other remedy. JNC may, at its election, exercise any right or remedy it may have against any security held by JNC, including, without limitation, the right to foreclose any such security by judicial or nonjudicial sale, without affecting or impairing in any way the rights of JNC hereunder. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party and all Obligations obligations of the Company Debtors hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants Note or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants Note or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Companya Debtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company Each Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's each Debtor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company Each Debtor waives all right to require the Secured Party to proceed against any other person or entity or to apply any Intellectual Property Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company Each Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the NotesDebentures, the Warrants or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the NotesDebentures, the Warrants or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual Property, or any release or amendment or waiver of or consent to departure from any other Intellectual Property for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual Property; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, protest and notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company Debtors hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants Note or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants Note or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Companya Debtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company Debtors expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's Debtors' respective obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company Each Debtor waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company Each Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party Parties and all Obligations obligations of the Company Debtor hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants Debentures or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants Debentures or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party Parties to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the CompanyDebtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party Parties hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured PartyParties, then, in any such event, the CompanyDebtor's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company Debtor waives all right to require the Secured Party Parties to proceed against any other person or entity or to apply any Intellectual Property Collateral which the Secured Party Parties may hold at any time, or to marshal assets, or to pursue any other remedy. The Company Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party and all Obligations obligations of the Company Debtor hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants Note or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants Note or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Companya Debtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's Debtor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company Debtor waives all right to require the Secured Party to proceed against any other person or entity or to apply any Intellectual Property Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party Parties and all Obligations obligations of the Company Debtors hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants Senior Notes or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants Senior Notes or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party Parties to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Companya Debtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party Parties as creditors of the Company under the Senior Notes shall continue under the Senior Notes even if the Obligations are security interest represented herein is barred or avoided for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company Each Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party Parties hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured PartyParties, then, in any such event, the Company's each Debtor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company Each Debtor waives all right to require the Secured Party Parties to proceed against any other person or entity or to apply any Intellectual Property Collateral which the Secured Party Parties may hold at any time, or to marshal assets, or to pursue any other remedy. The Company Each Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company Debtors hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the CompanyDebtors, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company Debtors expressly waives waive presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's Debtors’ obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives Debtors waive all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives Debtors waive any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party and all Obligations obligations of the Company Debtor hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants Loan Documents or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants Loan Documents or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Companya Debtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's Debtor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company Debtor waives all right to require the Secured Party to proceed against any other person or entity or to apply any Intellectual Property Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the each Secured Party and all Obligations of the Company Debtor hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants Debentures or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants Debentures or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Majority Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Companya Debtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the each Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the any Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the any Secured Party, then, in any such event, the CompanyDebtor's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company Debtor waives all right to require the a Secured Party to proceed against any other person or to apply any Intellectual Property Collateral which the such Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party Parties and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants any Note or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants Notes or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party Parties to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party Parties hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured PartyParties, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the any Secured Party to proceed against any other person or to apply any Intellectual Property Collateral which the Secured Party Parties may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of JNC and the Secured Party Security Interest hereunder, and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of any of the JNC Transaction Documents or this Security Agreement, the Notes, the Warrants or and any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants or any other agreement entered into in connection with the foregoingJNC Transaction Documents; (c) any exchange, release release, or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party JNC to obtain, adjust, settle settle, and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the JNC's rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment nonpayment, and demand for performance. This Security Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the Obligations shall have been paid and performed in full, and shall be binding upon the Company and its successors and permitted transferees and assigns. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party JNC hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured PartyJNC, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Security Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Security Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party JNC to proceed against any other person or to apply any Intellectual Property Collateral which the Secured Party JNC may hold at any time, or to marshal assets, or to pursue any other remedy. JNC may, at its election, exercise any right or remedy it may have against any security held by JNC, including, without limitation, the right to foreclose any such security by judicial or nonjudicial sale, without affecting or impairing in any way the rights of JNC hereunder. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (ai) any lack of validity or enforceability of this Agreement, the NotesPurchase Agreement, the Warrants and any other Transaction Documents or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (bii) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notesterms and provisions of the Purchase Agreement, the Warrants any other Transaction Documents, or any other agreement entered into in connection with the foregoing; (ciii) any exchange, release or nonperfection non-perfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (div) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (ev) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest security interests granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the Bankruptcy Code or any other similar insolvency or bankruptcy or insolvency laws of the United Statesany jurisdiction , or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person Person or to apply any Intellectual Property Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's ’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party and all Obligations Indebtedness of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants Note or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the ObligationsIndebtedness, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants Note or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the ObligationsIndebtedness; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its his sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations Indebtedness shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are Indebtedness is barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's ’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants Note or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants Note or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's ’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Collateral Agent and the other Secured Party Parties and the security interests granted to the Collateral Agent and the other Secured Parties hereunder, and all Obligations obligations of the Company Pledgor hereunder, shall be absolute and unconditional, irrespective of: of (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants Credit Agreement or any agreement entered into in connection with the foregoing, or any portion hereof or thereofother Transaction Document; (b) the failure of any Secured Party or any other holder of any Note, (i) to assert any claim or demand or to enforce any right or remedy against any Borrower or any other Person under the provisions of the Credit Agreement, any other Transaction Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations; (c) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the ObligationsSecured Obligations or any other extension, compromise or renewal of any Secured Obligation; (d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; (e) any amendment to, rescission, waiver, or waiver of other modification of, or any consent to departure from, any departure from of the Notes, terms of the Warrants Credit Agreement or any other agreement entered into in connection with the foregoingTransaction Document; (cf) any addition, exchange, release release, surrender, or nonperfection non-perfection of any of collateral (including the Intellectual PropertyCollateral), or any release or amendment to or waiver or release of or addition to or consent to departure from any other Intellectual Property for, or any guaranty, or any other security, for all or any of the Secured Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual Property; or (eg) any other circumstance circumstances which might otherwise constitute any a defense available to, or a legal or equitable defense available to the Companydischarge of, or a discharge of all any Borrower, any other Loan Party, any surety or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured herebyguarantor.

Security Interest Absolute. All Until the Release Date, all rights of Collateral Agent and the other Secured Party Parties and the security interest hereunder, and all Obligations obligations of the Company Pledgor hereunder, shall be absolute and unconditional, unconditional irrespective of: of (a) any lack of validity or enforceability of this Agreementany of the Note Documents, the Notes, the Warrants any Transaction Document or any other agreement entered into in connection with the foregoing, or any portion hereof or thereofinstrument relating thereto; (b) the exercise by any Secured Party of any remedy, power or privilege contained in any Note Document or available at law, equity or otherwise; (c) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against Issuer, any Affiliate of Issuer or any other Person under the provisions of any of the Note Documents, any Transaction Document or otherwise or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any of the Secured Liabilities; (d) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the ObligationsSecured Liabilities (including any increase in the amount thereof), or any other amendment or waiver of or any consent to any departure from any of the Notes, the Warrants Note Documents or any other agreement entered into Transaction Document, except for any amendment, waiver, consent to departure effected in connection accordance with the foregoingapplicable Note Documents and Transaction Documents; (ce) any action by Collateral Agent to take and hold security or Collateral for the payment of the Secured Liabilities, or to sell, exchange, release release, dispose of, or nonperfection otherwise deal with, any property pledged or in which Collateral Agent has been granted a Lien, to secure any indebtedness to Collateral Agent of Pledgor, Issuer, any of its Affiliates or any other Person party to a Note Document; (f) any reduction, limitation, impairment or termination of any of the Intellectual PropertySecured Liabilities for any reason other than the written agreement of the Secured Parties to reduce, limit or terminate such Secured Liabilities and Pledgor hereby waives any right to or claim of, any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence (other than the occurrence of the Release Date) affecting, any Note Obligation of Issuer, any Affiliate of Issuer or otherwise; (g) any any exchange, surrender, release or non-perfection of any Collateral, or any release, amendment or waiver or addition of or consent to departure from any other Intellectual Property for, security interest held by any Secured Party or any guarantyholder of any Note securing any of the Secured Liabilities; (h) any bankruptcy or insolvency of Issuer, Pledgor or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyPerson; or (ei) any other circumstance which might otherwise constitute any legal or equitable a defense available to the Companyto, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in fullof, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party Pledgor (other than the Secured Party, then, in any such event, the Company's obligations hereunder shall survive cancellation defense of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured herebypayment).

Security Interest Absolute. All rights of the Secured Party Parties and all Obligations of the Company Debtor hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants Notes or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants Notes or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party Parties to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Companya Debtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party Parties hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured PartyParties, then, in any such event, the Company's Debtor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company Debtor waives all right to require the Secured Party Parties to proceed against any other person or to apply any Intellectual Property Collateral which the Secured Party Parties may hold at any time, or to marshal assets, or to pursue any other remedy. The Company Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the NotesNote, the Warrants Equity Line or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the NotesNote, the Warrants Equity Line or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's ’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. Each Debtor hereby waives demand, notice, protest, notice of acceptance of this Agreement, notice of loans made, credit extended, Collateral received or delivered, or other action taken in reliance on this Agreement, and all other demands and notices of any description. All rights of the Secured Party and liens and security interests under this Agreement, and all Obligations obligations of the Company hereunderDebtors under this Agreement, shall be absolute and unconditional, unconditional irrespective of: (a) any illegality or lack of validity or enforceability of this Agreement, the Notes, the Warrants any Obligations or any agreement entered into in connection with the foregoing, or any portion hereof or thereofTransaction Documents; (b) any change in the time, place or manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other recission, waiver, amendment or waiver modification of any Transaction Document or any consent to provisions thereof, including any departure increase in the Obligations resulting from the Notes, the Warrants future advances or protective advances or any other agreement entered into in connection with the foregoingextension of additional credit or otherwise; (c) any taking, exchange, release substitution, release, impairment or nonperfection non-perfection of any of the Intellectual PropertyCollateral or any other collateral, or any release taking, release, impairment, amendment, waiver or amendment or waiver other modification of or consent to departure from any other Intellectual Property for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by manner of sale, disposition or application of proceeds of any Collateral or any other collateral or other assets to any of the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyObligations; or (e) any default, failure or delay, willful or otherwise, in the performance of the Obligations; (f) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to, or be asserted by any Debtor against the Secured Party; or (g) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, (including, without limitation, the running of the any statute of limitations limitations) or bankruptcy. The Company expressly waives presentment, protest, notice manner of protest, demand, notice of nonpayment and demand for performance. In the event that at administering any time any transfer of any Intellectual Property loans or other Obligations or any payment received existence of or reliance on any representation by the Secured Party hereunder shall be deemed by final order that might vary the risk of any Debtors or otherwise operate as a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United Statesdefense available to, or shall be deemed to be otherwise due to a legal or equitable discharge of, any party other than the Secured Party, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged Debtor or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person grantor, pledgor, guarantor or to apply any Intellectual Property which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured herebysurety.

Security Interest Absolute. All Except as provided in paragraph 16, -------------------------- all rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the NotesDebentures, the Warrants or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the NotesDebentures, the Warrants or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party Parties and all Obligations obligations of the Company Debtors hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants Debentures or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants Debentures or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party Parties to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to a Debtor (other than payment in full of the CompanyObligations (other than contingent indemnification obligations for which no claims shall have been asserted)), or a discharge of all or any part of the Security Interest granted herebycreated hereunder. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company Each Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party Parties hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured PartyParties, then, in any such event, the Companyeach Debtor's obligations hereunder shall survive cancellation termination of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation termination of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company Each Debtor waives all right to require the Secured Party Parties to proceed against any other person or entity or to apply any Intellectual Property Collateral which the Secured Party Parties may hold at any time, or to marshal assets, or to pursue any other remedy. The Company Each Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual Property, or any release or amendment or waiver of or consent to departure from any other Intellectual Property for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual Property; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's ’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party Collateral Agent hereunder, the Security Interest and all Obligations obligations of the Company hereunder, Grantors hereunder shall be absolute and unconditional, unconditional irrespective of: of (a) any lack of validity or enforceability of this the Credit Agreement, any other Loan Document, any agreement with respect to any of the Notes, the Warrants Secured Obligations or any other agreement entered into in connection with or instrument relating to any of the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the NotesCredit Agreement, the Warrants any other Loan Document, or any other agreement entered into in connection with the foregoing; or instrument, (c) any exchange, release or nonperfection non-perfection of any of the Intellectual PropertyLien on other collateral, or any release or amendment or waiver of or consent to under or departure from any other Intellectual Property for, or any guaranty, the Guaranty or any other securityguarantee, for securing or guaranteeing all or any of the Secured Obligations; , or (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual Property; or (e) any other circumstance which that might otherwise constitute any legal or equitable a defense available to the Companyto, or a discharge of all or of, any part Grantor in respect of the Security Interest granted hereby. Until Secured Obligations or this Agreement (other than circumstances under which (i) the Commitments have expired or been terminated, (ii) the principal of and interest on each Revolving Credit Loan and all fees and other Secured Obligations (other than contingent indemnification obligations as to which no claims have been asserted) shall have been paid and performed in full, (iii) all Letters of Credit shall have expired or terminated or been cash collateralized in a manner reasonably satisfactory to the rights of Administrative Agent and the Secured Party shall continue even if applicable Issuing Bank to the Obligations are barred for any reason, including, without limitation, extent provided in the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Credit Agreement, and (iv) all Letter of Credit Disbursements shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable have been reimbursed in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured herebyCredit Agreement).

Security Interest Absolute. All rights of Administrative Agent and the other Secured Party Parties and the security interest hereunder, and all Obligations obligations of the Company Pledgor hereunder, shall be absolute and unconditional, unconditional irrespective of: (a) any lack of validity or enforceability of this the Credit Agreement, the Notes, the Warrants any other Credit Document or any other agreement entered into in connection with the foregoing, or any portion hereof or thereofinstrument relating thereto; (b) the exercise by any Secured Party of any remedy, power or privilege contained in any Credit Document or available at law, equity or otherwise; (c) the failure of any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against Company, any Affiliate of Company or any other Person under the provisions of the Credit Agreement, any Note, any other Credit Document or otherwise or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any of the Obligations; (d) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the ObligationsObligations (including any increase in the amount thereof), or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants Credit Agreement or any other agreement entered into in connection with the foregoingCredit Document; (ce) any action by Administrative Agent to take and hold security or collateral for the payment of the Obligations, or sell, exchange, release, dispose of, or otherwise deal with, any property pledged, mortgaged or conveyed, or in which Administrative Agent has been granted a Lien, to secure any indebtedness to Administrative Agent of Pledgor, Company, any of its Affiliates or any other Person party to a Credit Document; (f) any reduction, limitation, impairment or termination of any of the Obligations for any reason other than the written agreement of the Secured Parties to terminate the Obligations in full, but including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to, and Pledgor hereby waives any right to or claim of, any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligation of Company, any Affiliate of Company or otherwise; (g) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note, or any other Credit Document; (h) any exchange, surrender, release or nonperfection non-perfection of any of the Intellectual PropertyCollateral, or any release or release, amendment or waiver or addition of or consent to departure from any other Intellectual Property forsecurity interest held by any Secured Party; (i) the application by Administrative Agent of any sums by whomever paid or however realized to any amounts owing by Pledgor, or any guaranty, Company or any other securityLoan Party to Administrative Agent in such manner as Administrative Agent shall determine in its discretion; (j) any bankruptcy or insolvency of Company, for all Pledgor or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual Propertyother Person; or (ek) any other circumstance which might otherwise constitute any legal or equitable a defense available to the Companyto, or a discharge of all of, Pledgor or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any third party pledgor (other than the Secured Party, then, in any such event, the Company's obligations hereunder shall survive cancellation defense of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured herebypayment).

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the NotesCertificate of Designation, the Warrants or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the NotesCertificate of Designation, the Warrants or any other agreement entered into in connection with the foregoing; (c) any exchange, exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the NotesNote, the Warrants Management Agreement or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the NotesNote, the Warrants Management Agreement or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection non-perfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's ’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants Notes or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's ’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party Parties and all Obligations obligations of the Company Debtors hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants Debentures or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants Debentures or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment amendm ent or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party Parties to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Companya Debtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company Each Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party Parties hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured PartyParties, then, in any such event, the Company's each Debtor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company Each Debtor waives all right to require the Secured Party Parties to proceed against any other person or entity or to apply any Intellectual Property Collateral which the Secured Party Parties may hold at any time, or to marshal assets, or to pursue any other remedy. The Company Each Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party Parties and all Obligations of the Company Debtors hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the NotesNote, the Warrants Guaranty Agreement and the Purchase Agreement, or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the NotesNote, the Warrants or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party Collateral Agent to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to any of the CompanyDebtors, with the same relaes to Secured Parties or another Debtor or otherwise, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company Debtors each expressly waives waive presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance, and further waive any defense or counterclaim as against one another. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured PartyParties, then, in any such event, the CompanyDebtor's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives Debtors waive all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party Parties and all Obligations obligations of the Company Debtors hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants Notes or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants Notes or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party Parties to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Companya Debtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company Each Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party Parties hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured PartyParties, then, in any such event, the Company's each Debtor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company Each Debtor waives all right to require the Secured Party Parties to proceed against any other person or entity or to apply any Intellectual Property Collateral which the Secured Party Parties may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.other

Security Interest Absolute. All rights of the each Secured Party and all Obligations of the Company hereunder, Obligors hereunder shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants other Transaction Documents or any other agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from this Agreement, the Notes, the Warrants other Transaction Documents or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party Collateral Agent to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the CompanyObligors, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the each Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company Each Obligor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the any Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the any Secured Party, then, in any such event, the Company's Obligors’ obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company Each Obligor waives all right to require the a Secured Party to proceed against any other person or to apply any Intellectual Property Collateral which the such Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company Each Obligor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Security Interest Absolute. All rights of the Secured Party Parties and all ---------------------------- Obligations of the Company Debtors hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the NotesDebentures, the Warrants IP Security Agreement or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, Debentures or the Warrants IP Security Agreement or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party Parties to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the CompanyDebtors, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company Each Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party Parties hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured PartyParties, then, in any such event, the Company's Debtors' obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company Each Debtor waives all right to require the Secured Party Parties to proceed against any other person or to apply any Intellectual Property Collateral which the Secured Party Parties may hold at any time, or to marshal assets, or to pursue any other remedy. The Company Each Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.