Common use of Security for Obligations Clause in Contracts

Security for Obligations. The Lien and security interest created hereby in the Collateral constitutes continuing collateral security for all of the following obligations, whether direct or indirect, absolute or contingent, and whether now existing or hereafter incurred (collectively, the “Obligations”): (i) the payment by the Company and each other Grantor, as and when due and payable (by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by it in respect of the Securities Purchase Agreement, this Agreement, the Notes and the other Transaction Documents, and (ii) in the case of the Guarantors, the payment by such Guarantors, as and when due and payable of all Guaranteed Obligations under the Guaranties, including, without limitation, in both cases, (A) all principal of, interest, make-whole and other amounts on the Notes (including, without limitation, all interest, make-whole and other amounts that accrues after the commencement of any Insolvency Proceeding of any Grantor, whether or not the payment of such interest is enforceable or is allowable in such Insolvency Proceeding), and (B) all fees, interest, premiums, penalties, contract causes of action, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under this Agreement or any of the Transaction Documents; and (b) the due and punctual performance and observance by each Grantor of all of its other obligations from time to time existing in respect of any of the Transaction Documents, including without limitation, with respect to any conversion or redemption rights of the Noteholders under the Notes.

Security for Obligations. The Lien and security interest created hereby in the Collateral constitutes continuing collateral security for all of the following obligations, whether direct or indirect, absolute or contingent, and whether now existing or hereafter incurred (collectively, the “Obligations”): (i) the payment by the Company and each other Grantor, as and when due and payable (by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by it in respect of the Securities Purchase Agreement, this Agreement, the Notes and the other Transaction Documents, and (ii) in the case of the Guarantors, the payment by such Guarantors, as and when due and payable of all Guaranteed Obligations under the Guaranties, including, without limitation, in both cases, (A) all principal of, interest, make-whole and other amounts on the Notes (including, without limitation, all interest, make-whole and other amounts that accrues after the commencement of any Insolvency Proceeding of any Grantor, whether or not the payment of such interest is enforceable or is allowable in such Insolvency Proceeding), and (B) all fees, interest, premiums, penalties, contract causes of action, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under this Agreement or any of the Transaction Documents; and (b) the due and punctual performance and observance by each Grantor of all of its other obligations from time to time existing in respect of any of the Transaction Documents, including without limitation, with respect to any conversion or redemption rights of the Noteholders under the Notes.

Security for Obligations. The Lien and security interest created hereby in the Collateral constitutes continuing collateral security for all of the following obligations, whether direct or indirect, absolute or contingent, and whether now existing or hereafter incurred (collectively, the “Obligations”): (ia) the prompt payment by the Company and each other Grantor, as and when due and payable (by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by it in respect of the Securities Purchase Agreement, this Agreementthe Notes, the Notes Guaranty and the other Transaction Documents, and (ii) in the case of the Guarantors, the payment by such Guarantors, as and when due and payable of all Guaranteed Obligations under the Guaranties, including, without limitation, in both cases, (A) all principal of, interest, make-whole of and other amounts interest on the Notes (including, without limitation, all interest, make-whole and other amounts interest that accrues after the commencement of any Insolvency Proceeding of any Grantor, whether or not the payment of such interest is enforceable unenforceable or is not allowable in due to the existence of such Insolvency Proceeding), and (B) all amounts from time to time owing by such Grantor under the Guaranty, and (C) all fees, interest, premiums, penalties, contract causes of action, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under this Agreement or any of the Transaction Documents; and (b) the due and punctual performance and observance by each Grantor of all of its other obligations from time to time existing in respect of any of the Transaction Documents, including without limitation, with respect to any conversion or redemption rights of Documents for so long as the Noteholders under the NotesNotes are outstanding.

Security for Obligations. The Lien and security interest created hereby in the Collateral constitutes continuing collateral security for all of the following obligations, whether direct or indirect, absolute or contingent, and whether now existing or hereafter incurred (collectively, the “Obligations”): (i) the payment by the Company and each other Grantor, as and when due and payable (by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by it in respect of the Securities Purchase Agreement, this Agreement, the Notes and the other Transaction Documents, and (ii) in the case of the Guarantors, the payment by such Guarantors, as and when due and payable of all Guaranteed Obligations under the Guaranties, including, without limitation, in both cases, (A) all principal of, interest, make-whole and other amounts on the Notes (including, without limitation, all interest, make-whole and other amounts that accrues after the commencement of any Insolvency Proceeding of any Grantor, whether or not the payment of such interest is enforceable or is allowable in such Insolvency Proceeding), and (B) all fees, interest, premiums, penalties, contract causes of action, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under this Agreement or any of the Transaction Documents; and (b) the due and punctual performance and observance by each Grantor of all of its other obligations from time to time existing in respect of any of the Transaction Documents, including without limitation, with respect to any conversion or redemption rights of the Noteholders under the Notes.

Security for Obligations. The Lien and security interest created hereby in the Collateral constitutes continuing collateral security for all of the following obligations, whether direct or indirect, absolute or contingent, and whether now existing or hereafter incurred (collectively, the “Obligations”): (i) the payment by the Company and each other Grantor, as and when due and payable (by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by it in respect of the Securities Purchase Agreement, this Agreement, the Notes and the other Transaction Note Documents, and (ii) in the case of the Guarantors, the payment by such Guarantors, as and when due and payable of all Guaranteed Obligations under the Guaranties, including, without limitation, in both cases, (A) all principal of, interest, make-whole and other amounts on the Notes (including, without limitation, all interest, make-whole and other amounts that accrues after the commencement of any Insolvency Proceeding of any Grantor, whether or not the payment of such interest is enforceable or is allowable in such Insolvency Proceeding), and (B) all fees, interest, premiums, penalties, contract causes of action, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under this Agreement or any of the Transaction other Note Documents; and (b) the due and punctual performance and observance by each Grantor of all of its other obligations from time to time existing in respect of any of the Transaction Note Documents, including without limitation, with respect to any conversion or redemption rights of the Noteholders under the Notes.

Security for Obligations. The Lien and security interest created hereby in the Collateral constitutes continuing collateral security for all of the following obligations, whether direct or indirect, absolute or contingent, and whether now existing or hereafter incurred (collectively, the “Obligations”): (a) for so long as the Notes are outstanding, (i) the payment by the Company and each other GrantorCompany, as and when due and payable (by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by it in respect of the Securities Purchase Agreement, this AgreementAgreements, the Notes and the other Transaction Documents, and (ii) in the case of the any Guarantors, the payment by such Guarantors, as and when due and payable of all “Guaranteed Obligations Obligations” under (and as defined in) the GuarantiesGuaranty, including, without limitation, in both cases, (A) all principal of, interest, make-whole of and other amounts interest on the Notes (including, without limitation, all interest, make-whole and other amounts interest that accrues after the commencement of any Insolvency Proceeding of any Grantor, whether or not the payment of such interest is enforceable unenforceable or is not allowable in due to the existence of such Insolvency Proceeding), and (B) all fees, interest, premiums, penalties, contract causes of action, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under this Agreement or any of the Transaction Documents; and (b) for so long as the Notes are outstanding, the due and punctual performance and observance by each Grantor of all of its other obligations from time to time existing in respect of any of the Transaction Documents, including without limitation, with respect to any conversion or redemption rights of the Noteholders Buyers under the Notes.

Security for Obligations. The Lien and security interest created hereby in the Collateral constitutes continuing collateral security for all of the following obligations, whether direct or indirect, absolute or contingent, and whether now existing or hereafter incurred (collectively, the “Obligations”): (i) the payment by the Company and each other Grantor, as and when due and payable (by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by it in respect of the Securities Purchase Agreement, this Agreement, the Notes and the other Transaction Documents, and (ii) in the case of the Guarantors, the payment by such Guarantors, as and when due and payable of all Guaranteed Obligations under the Guaranties, including, without limitation, in both cases, (A) all principal of, interest, make-whole and other amounts on due and payable under the Notes Note (including, without limitation, all interest, make-whole and other amounts that accrues accrue after the commencement of any Insolvency Proceeding of any Grantor, whether or not the payment of such interest is enforceable or is allowable in such Insolvency Proceeding), and (B) all fees, interest, premiums, penalties, contract causes of action, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under this Agreement or any of the Transaction Documents; and (b) the due and punctual performance and observance by each Grantor of all of its other obligations from time to time existing in respect of any of the Transaction Documents, including without limitation, with respect to any conversion or redemption rights of the Noteholders under the Notes.

Security for Obligations. The Lien and security interest created hereby in the Collateral constitutes continuing collateral security for all of the following obligations, whether direct or indirect, absolute or contingent, and whether now existing or hereafter incurred (collectively, the “"Obligations”"'): (ia) the prompt payment by the Company and each other Grantor, as and when due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by it in respect of the Securities Purchase Agreement, this Agreement, the Notes Financing Agreement and the other Transaction Loan Documents, and (ii) in the case of the Guarantors, the payment by such Guarantors, as and when due and payable of all Guaranteed Obligations under the Guaranties, including, without limitation, in both cases, (Ai) all principal of, interest, make-whole and other amounts on Obligations (as defined in the Notes Financing Agreement) (including, without limitation, all interest, make-whole and other amounts interest that accrues after the commencement of any Insolvency Proceeding of any GrantorLoan Party, whether or not the payment of such interest is enforceable unenforceable or is allowable not allowable, in whole or in part, due to the existence of such Insolvency Proceeding), (ii) in the case of a Guarantor, all amounts from time to time owing by such Grantor in respect of its guaranty made pursuant to Article X of the Financing Agreement or under any other Guaranty to which it is a party, including all obligations guaranteed by such Grantor and (Biii) all fees, interestcommissions, premiums, penalties, contract causes of action, costs, commissionscharges, expense reimbursements, indemnifications and all other amounts due or to become due under this Agreement any Loan Document (including, without limitation, all fees, commissions, charges, expense, reimbursements, indemnifications and other amounts that accrue after the commencement of any Insolvency Proceeding of any Loan Party, whether or any not the payment of such fees, commissions, charges, expenses, reimbursements, indemnifications and other amounts are unenforceable or are not allowable, in whole or in part, due to the Transaction Documentsexistence of such Insolvency Proceeding); and (b) the due and punctual performance and observance by each Grantor of all of its other obligations from time to time existing in respect of any of the Transaction Loan Documents, including without limitation, with respect to any conversion or redemption rights of the Noteholders under the Notes.

Security for Obligations. The Lien and security interest created hereby in the Collateral constitutes continuing collateral security for all of the following obligations, whether direct or indirect, absolute or contingent, and whether now existing or hereafter incurred (collectively, the “Obligations”): (a) for so long as the Notes are outstanding, (i) the payment by the Company and each other GrantorCompany, as and when due and payable (by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by it in respect of the Securities Purchase Agreement, this Agreement, the Notes and the other Transaction Documents, and (ii) in the case of the Guarantors, the payment by such Guarantors, as and when due and payable of all Guaranteed Obligations under the Guaranties, including, without limitation, in both cases, (A) all principal of, interest, make-whole and other amounts on the Notes (including, without limitation, all interest, make-whole and other amounts that accrues after the commencement of any Insolvency Proceeding of any Grantor, whether or not the payment of such interest is enforceable or is allowable in such Insolvency Proceeding), and (B) all fees, interest, premiums, penalties, contract causes of action, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under this Agreement or any of the Transaction Documents; and (b) for so long as the Notes are outstanding, the due and punctual performance and observance by each Grantor of all of its other obligations from time to time existing in respect of any of the Transaction Documents, including without limitation, with respect to any conversion or redemption rights of the Noteholders under the Notes.

Security for Obligations. The Lien and security interest created hereby in the Collateral constitutes continuing collateral security for all of the following obligations, whether direct or indirect, absolute or contingent, and whether now existing or hereafter incurred (collectively, the “Obligations”): (a) for so long as the Notes are outstanding, (i) the payment by the Company and each other GrantorCompany, as and when due and payable (by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by it in respect of the Securities Purchase Agreement, this Agreement, the Notes and the other Transaction Documents, and (ii) in the case of the any Guarantors, the payment by such Guarantors, as and when due and payable of all “Guaranteed Obligations Obligations” under the Guaranties(and as defined in) each Guaranty (if any), as applicable, including, without limitation, in both cases, (A) all principal of, interest, make-whole of and other amounts interest on the Notes (including, without limitation, all interest, make-whole and other amounts interest that accrues after the commencement of any Insolvency Proceeding of any Grantor, whether or not the payment of such interest is enforceable unenforceable or is not allowable in due to the existence of such Insolvency Proceeding), and (B) all fees, interest, premiums, penalties, contract causes of action, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under this Agreement or any of the Transaction Documents; and (b) for so long as the Notes are outstanding, the due and punctual performance and observance by each Grantor of all of its other obligations from time to time existing in respect of any of the Transaction Documents, including without limitation, with respect to any conversion or redemption rights of the Noteholders Buyers under the Notes.

Security for Obligations. The Lien and security interest created hereby in the Collateral constitutes continuing collateral security for all of the following obligations, whether direct or indirect, absolute or contingent, and whether now existing or hereafter incurred (collectively, the “Obligations”): (i) the payment by the Company and each other Grantor, as and when due and payable (by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by it in respect of the Securities Purchase Agreement, this Agreement, the Notes and the other Transaction Documents, and (ii) in the case of the Guarantors, the payment by such Guarantors, as and when due and payable of all Guaranteed Obligations under the Guaranties, including, without limitation, in both cases, (A) all principal of, interest, make-whole and other amounts due and payable on the Notes (including, without limitation, all interest, make-whole and other amounts that accrues accrue after the commencement of any Insolvency Proceeding of any Grantor, whether or not the payment of such interest is enforceable or is allowable in such Insolvency Proceeding), and (B) all fees, interest, premiums, penalties, contract causes of action, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under this Agreement or any of the Transaction Documents; and (b) the due and punctual performance and observance by each Grantor of all of its other obligations from time to time existing in respect of any of the Transaction Documents, including without limitation, with respect to any conversion or redemption rights of the Noteholders under the Notes.

Security for Obligations. The Lien and security interest created hereby in the Pledged Collateral constitutes continuing collateral security for all of the following obligations, whether direct or indirect, absolute or contingent, and whether now existing or hereafter incurred (collectively, the “"Obligations”"): (ia) the prompt payment by the Company and each other GrantorPledgor, as and when due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by it in respect of the Securities Purchase Agreement, this Agreement, the Notes Financing Agreement and the other Transaction Loan Documents, and (ii) in the case of the Guarantors, the payment by such Guarantors, as and when due and payable of all Guaranteed Obligations under the Guaranties, including, without limitation, in both cases, (Ai) all principal of, interest, make-whole and other amounts on Obligations (as defined in the Notes Financing Agreement) (including, without limitation, all interest, make-whole and other amounts interest that accrues after the commencement of any Insolvency Proceeding of any Grantor, Loan Party whether or not the payment of such interest is enforceable unenforceable or is allowable not allowable, in whole or in part, due to the existence of such Insolvency Proceeding), (ii) in the case of a Guarantor, all amounts from time to time owing by such Pledgor in respect of its guaranty made pursuant to Article X of the Financing Agreement or under any other Guaranty to which it is a party, including all obligations guaranteed by such Pledgor and (Biii) all fees, interestcommissions, premiums, penalties, contract causes of action, costs, commissionscharges, expense reimbursements, indemnifications and all other amounts due or to become due under this Agreement any Loan Document (including, without limitation, all fees, commissions, charges, expense, reimbursements, indemnifications and other amounts that accrue after the commencement of any Insolvency Proceeding of any Loan Party, whether or any not the payment of such fees, commissions, charges, expenses, reimbursements, indemnifications and other amounts are unenforceable or are not allowable, in whole or in part, due to the Transaction Documentsexistence of such Insolvency Proceeding); and (b) the due and punctual performance and observance by each Grantor Pledgor of all of its other obligations from time to time existing in respect of any of the Transaction Loan Documents, including without limitation, with respect to any conversion or redemption rights of the Noteholders under the Notes.

Security for Obligations. The Lien and security interest created hereby in the Collateral constitutes continuing collateral security for all of the following obligations, whether direct or indirect, absolute or contingent, and whether now existing or hereafter incurred (collectively, the “Obligations”): (a) (i) the payment all payments by the Company and each other Grantor, Parent as and when due and payable (by scheduled maturity, required prepayment, redemption, acceleration, demand or otherwise), of all amounts from time to time owing by it in respect of the Securities Purchase Agreement, this Agreement, the Notes Parent Note, the ICA-T Note and the other Transaction Documents, and (ii) in the case of the Guarantors, the payment by such Guarantors, as and when due and payable of all (x) Guaranteed Obligations of Parent under the GuarantiesGuaranty of Obligations of Parent and (y) Guaranteed Obligations of ICA-T under the Guaranty of Obligations of ICA-T, including, without limitation, in both casesall cases set forth in (i) – (ii) above, (A) all principal of, interest, make-whole redemption amounts, Late Charges (as defined in the Notes) and other amounts on the Notes and the other Transaction Documents (including, without limitation, all interest, make-whole redemption amounts, Late Charges and other amounts that accrues accrue after the commencement of any Insolvency Proceeding of any Grantor, whether or not the payment of such interest is enforceable or is allowable in such Insolvency Proceeding), and (B) all fees (including legal fees), interest, Late Charges, premiums, penalties, contract causes of action, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under this Agreement or any of the Transaction Documents; and (b) the due and punctual performance and observance by each Grantor of all of its other obligations from time to time existing in respect of any of the Transaction Documents, including without limitation, with respect to any conversion or redemption rights of the Noteholders under the Notes.

Security for Obligations. The Lien and security interest created hereby in the Collateral constitutes continuing collateral security for all of the following obligations, whether direct or indirect, absolute or contingent, and whether now existing or hereafter incurred (collectively, the “"Obligations”"): (a) for so long as the Notes are outstanding, (i) the payment by the Company and each other GrantorCompany, as and when due and payable (by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by it in respect of the Securities Purchase Agreement, this Agreement, the Notes and the other Transaction Documents, and (ii) in the case of the any Guarantors, the payment by such GuarantorsGrantors, as and when due and payable of all "Guaranteed Obligations Obligations" under (and as defined in) the GuarantiesGuaranty, including, without limitation, in both cases, (A) all principal of, interest, make-whole of and other amounts interest on the Notes (including, without limitation, all interest, make-whole and other amounts interest that accrues after the commencement of any Insolvency Proceeding (as defined in the Security Agreement) of any Grantor, whether or not the payment of such interest is enforceable unenforceable or is not allowable in due to the existence of such Insolvency Proceeding), and (B) all fees, interest, premiums, penalties, contract causes of action, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under this Agreement or any of the Transaction Documents; and (b) for so long as the Notes are outstanding, the due and punctual performance and observance by each Grantor of all of its other obligations from time to time existing in respect of any of the Transaction Documents, including without limitation, with respect to any conversion or redemption rights of the Noteholders Buyers under the Notes.

Security for Obligations. The Lien and security interest created hereby in the Collateral constitutes continuing collateral security for all of the following obligations, whether direct or indirect, absolute or contingent, and whether now existing or hereafter incurred (collectively, the “Obligations”): (i) the payment by the Company and each other Grantor, as and when due and payable (by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by it in respect of any of the Securities Purchase AgreementAgreements, this Agreement, the Notes and the other Transaction Documents, and (ii) in the case of the Guarantors, the payment by such Guarantors, as and when due and payable of all Guaranteed Obligations under the Guaranties, including, without limitation, in both cases, (A) all principal of, interest, make-whole and other amounts on the Notes (including, without limitation, all interest, make-whole and other amounts that accrues after the commencement of any Insolvency Proceeding of any Grantor, whether or not the payment of such interest is enforceable or is allowable in such Insolvency Proceeding), and (B) all fees, interest, premiums, penalties, contract causes of action, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under this Agreement or any of the Transaction Documents; and (b) the due and punctual performance and observance by each Grantor of all of its other obligations from time to time existing in respect of any of the Transaction Documents, including without limitation, with respect to any conversion or redemption rights of the Noteholders under the Notes.

Security for Obligations. The Lien and security interest created hereby in the Collateral constitutes continuing collateral security for all of the following obligations, whether direct or indirect, absolute or contingent, and whether now existing or hereafter incurred (collectively, the “Obligations”"OBLIGATIONS"): (a) Until the Satisfaction in Full of the Obligations, (i) the payment by the Company and each other GrantorCompany, as and when due and payable (by scheduled maturity, required prepayment, acceleration, demand or otherwiseotherwise in accordance with the terms of the Notes), of all amounts from time to time owing by it in respect of the Securities Purchase Agreement, this AgreementAgreements, the Notes and the other Transaction Documents, and (ii) in the case of the any Guarantors, the payment by such GuarantorsGrantors, as and when due and payable of all "Guaranteed Obligations Obligations" under (and as defined in) the GuarantiesGuaranty, including, without limitation, in both cases, (A) all principal of, interest, make-whole of and other amounts interest on the Notes (including, without limitation, all interest, make-whole and other amounts interest that accrues after the commencement of any Insolvency Proceeding of any Grantor, whether or not the payment of such interest is enforceable unenforceable or is not allowable in due to the existence of such Insolvency Proceeding), and (B) all fees, interest, premiums, penalties, contract causes of action, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under this Agreement or any of the Transaction Documents; and (b) Until the Satisfaction in Full of the Obligations, the due and punctual performance and observance by each Grantor of all of its other obligations from time to time existing in respect of any of the Transaction Documents, including without limitation, with respect to any conversion or redemption rights of the Noteholders Buyers under the Notes.

Security for Obligations. The Lien and security interest created hereby in the Collateral constitutes continuing collateral security for all of the following obligations, whether direct or indirect, absolute or contingent, and whether now existing or hereafter incurred (collectively, the “"Obligations”"): (a) (i) the payment by the Company and each other GrantorCompany, as and when due and payable (by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by it in respect of or under the Securities Purchase Agreement, this Agreement, the Notes Debentures and the other Transaction Documents, and (ii) in the case of the any Guarantors, the payment by such GuarantorsGrantors, as and when due and payable of all "Guaranteed Obligations Obligations" under (and as defined in) the GuarantiesGuaranty, including, without limitation, in both casescases of (i) and (ii), (A) all principal of, interest, make-whole of and other amounts interest on the Notes Debentures (including, without limitation, all interest, make-whole and other amounts interest that accrues after the commencement of any Insolvency Proceeding of any Grantor, whether or not the payment of such interest is enforceable unenforceable or is not allowable in due to the existence of such Insolvency Proceeding), and (B) all fees, interest, premiums, penalties, contract causes of action, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under this Agreement or any of the Transaction Documents, including, without limitation, attorneys' and fees and expenses of Collateral Agent; and (b) the due and punctual performance and observance by each Grantor of all of its other obligations from time to time existing in respect of any of the Transaction Documents, including without limitation, with respect to any conversion or redemption rights of the Noteholders Purchasers under the NotesDebentures.

Security for Obligations. The Lien and security interest created hereby in the Collateral constitutes continuing collateral security for all of the following obligations, whether direct or indirect, absolute or contingent, and whether now existing or hereafter incurred (collectively, the “Obligations”): (a) for so long as the Notes are outstanding, (i) the payment by the Company and each other GrantorCompany, as and when due and payable (by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by it in respect of the Securities Purchase Agreement, this Agreement, the Notes and the other Transaction Documents, and (ii) in the case of the any Guarantors, the payment by such GuarantorsGrantors, as and when due and payable of all “Guaranteed Obligations Obligations” under the Guaranties(and as defined in) each Guaranty (if any), as applicable, including, without limitation, in both cases, (A) all principal of, interest, make-whole of and other amounts interest on the Notes (including, without limitation, all interest, make-whole and other amounts interest that accrues after the commencement of any Insolvency Proceeding of any Grantor, whether or not the payment of such interest is enforceable unenforceable or is not allowable in due to the existence of such Insolvency Proceeding), and (B) all fees, interest, premiums, penalties, contract causes of action, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under this Agreement or any of the Transaction DocumentsDocuments (including, without limitation, any and all collection costs of Collateral Agent or any Purchaser); and (b) for so long as the Notes are outstanding, the due and punctual performance and observance by each Grantor of all of its other obligations from time to time existing in respect of any of the Transaction Documents, including without limitation, with respect to any conversion or redemption rights of the Noteholders Purchasers under the Notes.

Security for Obligations. The Lien and security interest created hereby in the Collateral constitutes continuing collateral security for all of the following obligations, whether direct or indirect, absolute or contingent, and whether now existing or hereafter incurred (collectively, the “Obligations”): (a) (i) the payment by the Company and each other GrantorCompany, as and when due and payable (by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by it in respect of the Securities Purchase Agreement, this Agreement, the Notes and the other “Transaction Documents” (as defined in the Securities Purchase Agreement), and (ii) in the case of the any Guarantors, the payment by such Guarantors, as and when due and payable of all “Guaranteed Obligations Obligations” under (as defined in) the GuarantiesGuaranty, including, without limitation, in both cases, (A) all principal of, interest, make-whole of and other amounts interest on the Notes (including, without limitation, all interest, make-whole and other amounts interest that accrues after the commencement of any Insolvency Proceeding of any Grantor, whether or not the payment of such interest is enforceable unenforceable or is not allowable in due to the existence of such Insolvency Proceeding), and (B) all fees, interest, premiums, penalties, contract causes of action, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under this Agreement or any of the Transaction Documents; and (b) the due and punctual performance and observance by each Grantor of all of its other obligations from time to time existing in respect of any of the Transaction Documents, including without limitation, with respect to any conversion or redemption rights of the Noteholders Buyers under the Notes, for so long as the Notes are outstanding.

Security for Obligations. The Lien and security interest created hereby in the Collateral constitutes continuing collateral security for all of the following obligations, whether direct or indirect, absolute or contingent, and whether now existing or hereafter incurred (collectively, the “Obligations”): (i) the payment by the Company and each other Grantor, as and when due and payable (by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by it in respect of the Securities Purchase Agreement, this Agreement, the Notes and the other Transaction Documents, and (ii) in the case of the Guarantors, the payment by such Guarantors, as and when due and payable of all Guaranteed Obligations under the Guaranties, including, without limitation, in both cases, (A) all principal of, interest, make-whole and other amounts on the Notes (including, without limitation, all interest, make-whole and other amounts that accrues after the commencement of any Insolvency Proceeding of any Grantor, whether or not the payment of such interest is enforceable or is allowable in such Insolvency Proceeding), and (B) all fees, interest, premiums, penalties, contract causes of action, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under this Agreement or any of the Transaction Documents; and (b) the due and punctual performance and observance by each Grantor of all of its other obligations from time to time existing in respect of any of the Transaction Documents, including without limitation, with respect to any conversion or redemption rights of the Noteholders under the Notes.

Security for Obligations. The Lien and security interest created ------------------------- hereby in the Collateral constitutes continuing collateral security for all of the following obligations, whether direct or indirect, absolute or contingent, and whether now existing or hereafter incurred (collectively, the “"Obligations”"): (ia) the payment by the Company and each other GrantorCompany, as and when due and payable (by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by it in respect of the Securities Purchase Agreement, this Agreement, the Notes and the other Transaction Documents, and (ii) in the case of the Guarantors, the payment by such Guarantors, as and when due and payable of all Guaranteed Obligations under the Guaranties, including, without limitation, in both cases, (A) all principal of, interest, make-whole of and other amounts interest on the Notes (including, without limitation, all interest, make-whole and other amounts interest that accrues after the commencement of any Insolvency Proceeding of any Grantor, whether or not the payment of such interest is enforceable unenforceable or is not allowable in due to the existence of such Insolvency Proceeding), and (B) all fees, interest, premiums, penalties, contract causes of action, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under this Agreement or any of the Transaction DocumentsDocuments (including any Registration Delay Payments (as defined in the Registration Rights Agreement)); and (b) for so long as the Notes are outstanding, the due and punctual performance and observance by each Grantor of all of its other obligations from time to time existing in respect of any of the Transaction Documents, including without limitation, with respect to any conversion or redemption rights of the Noteholders Buyers under the Notes.

Security for Obligations. The Lien and security interest created hereby in the Collateral constitutes continuing collateral security for all of the following obligations, whether direct or indirect, absolute or contingent, and whether now existing or hereafter incurred (collectively, the “Obligations”): (a) for so long as the Note is outstanding, (i) the payment by the Company and each other GrantorCompany, as and when due and payable (by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by it in respect of the Securities Purchase Agreement, this Debt Exchange Agreement, the Notes Note and the other Transaction Documents, and (ii) in the case of the any Guarantors, the payment by such Guarantors, as and when due and payable of all “Guaranteed Obligations Obligations” under (and as defined in) the GuarantiesGuaranty, including, without limitation, in both cases, (A) all principal of, interest, make-whole of and other amounts interest on the Notes Note (including, without limitation, all interest, make-whole and other amounts interest that accrues after the commencement of any Insolvency Proceeding of any Grantor, whether or not the payment of such interest is enforceable unenforceable or is not allowable in due to the existence of such Insolvency Proceeding), and (B) all fees, interestinterests, premiums, penalties, contract causes of action, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under this Agreement or any of the Transaction Documents; and (b) for so long as the Note is outstanding, the due and punctual performance and observance by each Grantor of all of its other obligations from time to time existing in respect of any of the Transaction Documents, including without limitation, with respect to any conversion or redemption rights of the Noteholders Lender under the NotesNote.

Security for Obligations. The Lien and security interest created hereby in the Collateral constitutes continuing collateral security for all of the following obligations, whether direct or indirect, absolute or contingent, and whether now existing or hereafter incurred (collectively, the “"Obligations”"): (a) for so long as the Notes are outstanding, (i) the payment by the Company and each other GrantorCompany, as and when due and payable (by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by it in respect of the Securities Purchase Agreement, this Agreement, the Notes and the other Transaction Documents, and (ii) in the case of the any Guarantors, the payment by such GuarantorsGrantors, as and when due and payable of all "Guaranteed Obligations Obligations" under the Guaranties(and as defined in) each Guaranty (if any), as applicable, including, without limitation, in both cases, (A) all principal of, interest, make-whole of and other amounts interest on the Notes (including, without limitation, all interest, make-whole and other amounts interest that accrues after the commencement of any Insolvency Proceeding of any Grantor, whether or not the payment of such interest is enforceable unenforceable or is not allowable in due to the existence of such Insolvency Proceeding), and (B) all fees, interest, premiums, penalties, contract causes of action, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under this Agreement or any of the Transaction Documents; and (b) for so long as the Notes are outstanding, the due and punctual performance and observance by each Grantor of all of its other obligations from time to time existing in respect of any of the Transaction Documents, including without limitation, with respect to any conversion or redemption rights of the Noteholders Buyers under the Notes.

Security for Obligations. The Lien and security interest created hereby in the Collateral constitutes continuing collateral security for all of the following obligations, whether direct or indirect, absolute or contingent, and whether now existing or hereafter incurred (collectively, the “Obligations”): (a) (i) the payment by the Company and each other GrantorCheetah, as and when due and payable (by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by it in respect of the Securities Purchase Agreement, this Agreement, the Notes and the other Transaction Documents, Documents (as defined in the Securities Purchase Agreement) and (ii) in the case of the Guarantors, the payment by such Guarantors, each of the Grantors other than Cheetah as and when due and payable of all Guaranteed Obligations (as defined in the Guaranty) under the GuarantiesGuaranty, including, without limitation, in both cases, (A) all principal of, interest, make-whole of and other amounts interest on the Notes (including, without limitation, all interest, make-whole and other amounts interest that accrues after the commencement of any Insolvency Proceeding of any Grantor, whether or not the payment of such interest is enforceable unenforceable or is not allowable in due to the existence of such Insolvency Proceeding), ) and (B) all fees, interest, premiums, penalties, contract causes of action, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under this Agreement or any of the Transaction Documents; and (b) the due and punctual performance and observance by each Grantor of all of its other obligations from time to time existing in respect of any of the Transaction Documents, including without limitation, Documents for so long as the Notes are outstanding. Concurrently with respect the delivery to any conversion the Buyer of each certificate representing one or redemption rights more shares or units of the Noteholders under Pledged Stock, the NotesGrantor shall deliver an undated stock power covering such certificate, duly executed in blank.

Security for Obligations. The Lien and security interest created hereby in the Collateral constitutes continuing collateral security for all of the following obligations, whether direct or indirect, absolute or contingent, and whether now existing or hereafter incurred (collectively, the “Obligations”"OBLIGATIONS"): (i) the payment by the Company and each other GrantorSLI, as and when due and payable (by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by it in respect of the Securities Purchase Agreement, this Agreement, the Notes and the other Transaction Documents"TRANSACTION DOCUMENTS" (as defined in the Securities Purchase Agreement), and (ii) in the case of the Guarantors, the payment by such Guarantors, each of the Existing Subsidiaries and each other Grantor other than SLI as and when due and payable of all Guaranteed Obligations "GUARANTEED OBLIGATIONS" under (as defined in) the GuarantiesGuaranty, including, without limitation, in both cases, (A) all principal of, interest, make-whole of and other amounts interest on the Notes (including, without limitation, all interest, make-whole and other amounts interest that accrues after the commencement of any Insolvency Proceeding of any Grantor, whether or not the payment of such interest is enforceable unenforceable or is not allowable in due to the existence of such Insolvency Proceeding), and (B) all fees, interest, premiums, penalties, contract causes of action, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under this Agreement or any of the Transaction Documents; and (b) the due and punctual performance and observance by each Grantor of all of its other obligations from time to time existing in respect of any of the Transaction Documents, including without limitation, with respect to any conversion or redemption rights of the Noteholders under the Notes.

Security for Obligations. The Lien and security interest created hereby in the Collateral constitutes continuing collateral security for all of the following obligations, whether direct or indirect, absolute or contingent, and whether now existing or hereafter incurred (collectively, the “Obligations”): (i) the payment by the Company Parent and each other Grantor, as and when due and payable (by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by it in respect of the Securities Purchase Agreement, this Agreement, the Notes and the other Transaction Documents, and (ii) in the case of the Guarantors, the payment by such Guarantors, as and when due and payable of all Guaranteed Obligations under the Guaranties, including, without limitation, in both cases, (A) all principal of, interest, make-whole and other amounts on the Notes (including, without limitation, all interest, make-whole and other amounts that accrues after the commencement of any Insolvency Proceeding of any Grantor, whether or not the payment of such interest is enforceable or is allowable in such Insolvency Proceeding), and (B) all fees, interest, premiums, penalties, contract causes of action, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under this Agreement or any of the Transaction Documents; and (b) the due and punctual performance and observance by each Grantor of all of its other obligations from time to time existing in respect of any of the Transaction Documents, including without limitation, with respect to any conversion or redemption rights of the Noteholders under the Notes.

Security for Obligations. The Lien and security interest created hereby in the Collateral constitutes continuing collateral security for all of the following obligations, whether direct or indirect, absolute or contingent, and whether now existing or hereafter incurred (collectively, the “Obligations”): (ia) for so long as the Notes are outstanding, the payment by the Company and each other GrantorCompany, as and when due and payable (by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by it in respect of the Securities Note Purchase Agreement, this Agreement, the Notes and the other Transaction Documents, and (ii) in the case of the Guarantors, the payment by such Guarantors, as and when due and payable of all Guaranteed Obligations under the Guaranties, including, without limitation, in both cases, (Ai) all principal of, interest, make-whole of and other amounts interest on the Notes (including, without limitation, all interest, make-whole and other amounts interest that accrues after the commencement of any Insolvency Proceeding of any the Grantor, whether or not the payment of such interest is enforceable unenforceable or is not allowable in due to the existence of such Insolvency Proceeding), and (Bii) all fees, interest, premiums, penalties, contract causes of action, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under this Agreement or any of the Transaction Documents; and; (b) for so long as the Notes are outstanding, the due and punctual performance and observance by each the Grantor of all of its other obligations from time to time existing in respect of any of the Transaction Documents, including without limitation, with respect to any conversion or redemption rights of the Noteholders Buyers under the Notes; and (c) for so long as the Notes are outstanding, the payment by the Company of all amounts from time to time owing by it to PWSP, including, without limitation, all fees and other amounts due or to become due to PWSP in connection with professional services rendered.

Security for Obligations. The Lien and security interest created hereby in the Collateral constitutes continuing collateral security for all of the following obligations, whether direct or indirect, absolute or contingent, and whether now existing or hereafter incurred (collectively, the “Obligations”"OBLIGATIONS"): (a) (i) until the Satisfaction in Full of the Obligations (as defined below), the payment by the Company and each other GrantorCompany, as and when due and payable (by scheduled maturity, required prepayment, acceleration, demand or otherwiseotherwise in accordance with the terms of the Notes), of all amounts from time to time owing by it in respect of the Securities Purchase Agreement, this AgreementAgreements, the Notes and the other Transaction Documents, and (ii) in the case of the Guarantors, the payment by such Guarantorseach of the Guarantors (as defined in the Guaranty), as and when due and payable of all "Guaranteed Obligations Obligations" under (and as defined in) the GuarantiesGuaranty, including, without limitation, in both cases, (A) all principal of, interest, make-whole of and other amounts interest on the Notes (including, without limitation, all interest, make-whole and other amounts interest that accrues after the commencement of any Insolvency Proceeding bankruptcy proceeding of any Grantorthe Pledgors, whether or not the payment of such interest is enforceable unenforceable or is not allowable in due to the existence of such Insolvency Proceedingbankruptcy proceeding), and (B) all fees, interest, premiums, penalties, contract causes of action, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under this Agreement or any of the Transaction Documents; and (b) until the Satisfaction in Full of the Obligations, the due and punctual performance and observance by each Grantor Pledgor of all of its other obligations from time to time existing in respect of any of the Transaction Documents, including without limitation, with respect to any conversion or redemption rights of the Noteholders under the Notes.

Security for Obligations. The Lien and security interest created hereby in the Collateral constitutes continuing collateral security for all of the following obligations, whether direct or indirect, absolute or contingent, and whether now existing or hereafter incurred (collectively, the “Obligations”): (a) for so long as the Notes are outstanding, (i) the payment by the Company and each other GrantorCompany, as and when due and payable (by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by it in respect of the Securities Purchase Agreement, this Agreement, the Notes and the other Transaction Documents, and (ii) in the case of the GuarantorsBarnico, the payment by such GuarantorsBarnico, as and when due and payable payable, of all “Guaranteed Obligations Obligations” under (and as defined in) the GuarantiesBarnico Guaranty, including, without limitation, in both cases, (A) all principal of, interest, make-whole of and other amounts interest on the Notes (including, without limitation, all interest, make-whole and other amounts interest that accrues after the commencement of any Insolvency Proceeding of any Grantor, whether or not the payment of such interest is enforceable unenforceable or is not allowable in due to the existence of such Insolvency Proceeding), and (B) all fees, interest, premiums, penalties, contract causes of action, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under this Agreement or any of the Transaction Documents; and (b) for so long as the Notes are outstanding, the due and punctual performance and observance by each Grantor of all of its other obligations from time to time existing in respect of any of the Transaction Documents, including without limitation, with respect to any conversion or redemption rights of the Noteholders Buyers under the Notes.

Security for Obligations. The Lien and security interest created hereby in the Collateral constitutes continuing collateral security for all of the following obligations, whether direct or indirect, absolute or contingent, and whether now existing or hereafter incurred (collectively, the “Obligations”): (a) for so long as the Notes are outstanding, (i) the payment by the Company and each other GrantorCompany, as and when due and payable (by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by it in respect of the Securities Purchase Agreement, this Agreement, the Notes and the other Transaction Documents, and (ii) in the case of the any Guarantors, the payment by such Guarantors, as and when due and payable payable, of all “Guaranteed Obligations Obligations” under (and as defined in) the GuarantiesGuaranty, including, without limitation, in both cases, (A) all principal of, interest, make-whole of and other amounts interest on the Notes (including, without limitation, all interest, make-whole and other amounts interest that accrues after the commencement of any Insolvency Proceeding of any GrantorGrantor or Guarantor, whether or not the payment of such interest is enforceable unenforceable or is not allowable in due to the existence of such Insolvency Proceeding), and (B) all fees, interestinterests, premiums, penalties, contract causes of action, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under this Agreement or any of the Transaction Documents; and (b) for so long as the Notes are outstanding, the due and punctual performance and observance by each Grantor and Guarantor of all of its other obligations from time to time existing in respect of any of the Transaction Documents, including without limitation, with respect to any conversion or redemption rights of the Noteholders Buyers under the Notes.

Security for Obligations. The Lien and security interest created hereby in the Collateral under this Agreement constitutes continuing collateral security for all of the following obligations, whether direct or indirect, absolute or contingent, and whether now existing or hereafter incurred (collectively, the “Obligations”): (i) the payment by the Company and each other Grantor, as and when due and payable (by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by it in respect of the Securities Purchase Agreement, this Agreement, the Notes and the other Transaction DocumentsDocuments (including the Warrants and the Registration Rights Agreement until such time the Notes are indefeasibly paid in full), and (ii) in the case of the Guarantors, the payment by such Guarantors, as and when due and payable of all Guaranteed Obligations under the Guaranties, including, without limitation, in both cases, (A) all principal of, interest, make-whole and other amounts on the Notes (including, without limitation, all interest, make-whole and other amounts that accrues after the commencement of any Insolvency Proceeding of any Grantor, whether or not the payment of such interest is enforceable or is allowable in such Insolvency Proceeding), and (B) all fees, interest, premiums, penalties, contract causes of action, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under this Agreement or any of the Transaction DocumentsDocuments (including the Warrants and the Registration Rights Agreement until such time the Notes are indefeasibly paid in full); and (b) the due and punctual performance and observance by each Grantor of all of its other obligations from time to time existing in respect of any of the Transaction DocumentsDocuments (including the Warrants and the Registration Rights Agreement until such time the Notes are indefeasibly paid in full), including without limitation, with respect to any conversion or redemption rights of the Noteholders under the Notes.

Security for Obligations. The Lien and security interest created hereby in the Collateral constitutes continuing collateral security for all of the following obligations, whether direct or indirect, absolute or contingent, and whether now existing or hereafter incurred (collectively, the “"Obligations”"): (ia) the prompt payment by the Company and each other Grantor, as and when due and payable (by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by it in respect of the Securities Purchase Agreement, this Loan Agreement, the Notes Guaranty and the other Transaction Documents, and (ii) in the case of the Guarantors, the payment by Loan Documents to which such Guarantors, as and when due and payable of all Guaranteed Obligations under the GuarantiesGrantor is a party, including, without limitation, in both cases, (Ai) all principal of, interest, make-whole of and other amounts interest on the Notes Loans (including, without limitation, all interest, make-whole and other amounts interest that accrues after the commencement of any Insolvency Proceeding of any GrantorGrantor or Borrower, whether or not the payment of such interest is enforceable unenforceable or is not allowable in due to the existence of such Insolvency Proceeding), and (Bii) all fees, interestcommissions, premiumsreimbursement obligations and repayment obligations in respect of all Letters of Credit and all interest thereon, penalties, contract causes of action, costsall fees, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under this Agreement or any of the Transaction DocumentsLoan Document; and (b) the due and punctual performance and observance by each Grantor of all of its other obligations from time to time existing in respect of any of the Transaction DocumentsLoan Agreement, including without limitation, with respect the Guaranty and all other Loan Documents to any conversion or redemption rights of the Noteholders under the Noteswhich such Grantor is a party.

Security for Obligations. The Lien and security interest created hereby in the Collateral constitutes continuing collateral security for all of the following obligations, whether direct or indirect, absolute or contingent, and whether now existing or hereafter incurred (collectively, the “Obligations”): (a) for so long as the Notes are outstanding, (i) the payment by the Company and each other GrantorCompany, as and when due and payable (by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by it in respect of the Securities Purchase Agreement, this Agreement, the Notes and the other Transaction Documents, and (ii) in the case of the any Guarantors, the payment by such Guarantors, as and when due and payable of all “Guaranteed Obligations Obligations” under (and as defined in) the GuarantiesGuaranty, including, without limitation, in both cases, (A) all principal of, interest, make-whole of and other amounts interest on the Notes (including, without limitation, all interest, make-whole and other amounts interest that accrues after the commencement of any Insolvency Proceeding of any Grantor, whether or not the payment of such interest is enforceable unenforceable or is not allowable in due to the existence of such Insolvency Proceeding), and (B) all fees, interestinterests, premiums, penalties, contract causes of action, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under this Agreement or any of the Transaction Documents; and (b) for so long as the Notes are outstanding, the due and punctual performance and observance by each Grantor of all of its other obligations from time to time existing in respect of any of the Transaction Documents, including without limitation, with respect to any conversion or redemption rights of the Noteholders Buyers under the Notes.

Security for Obligations. The Lien and security interest created hereby in the Collateral constitutes continuing collateral security for all of the following obligations, whether direct or indirect, absolute or contingent, and whether now existing or hereafter incurred (collectively, the “Obligations”): (i) the payment by the Company and each other GrantorMODT, as and when due and payable (by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by it in respect of the Securities Purchase Agreement, this Agreement, the Notes and the other “Transaction Documents” (as defined in the Securities Purchase Agreement), and (ii) in the case of the Guarantors, the payment by such Guarantors, each of the Existing Subsidiaries and each other Grantor other than MODT as and when due and payable of all “Guaranteed Obligations Obligations” under (as defined in) the GuarantiesGuaranty, including, without limitation, in both cases, (A) all principal of, interest, make-whole of and other amounts interest on the Notes (including, without limitation, all interest, make-whole and other amounts interest that accrues after the commencement of any Insolvency Proceeding of any Grantor, whether or not the payment of such interest is enforceable unenforceable or is not allowable in due to the existence of such Insolvency Proceeding), and (B) all fees, interest, premiums, penalties, contract causes of action, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under this Agreement or any of the Transaction Documents; and (b) the due and punctual performance and observance by each Grantor of all of its other obligations from time to time existing in respect of any of the Transaction Documents, including without limitation, with respect to Documents for so long as the Notes or any conversion or redemption rights of the Noteholders other obligations under the NotesTransaction Documents are outstanding.

Security for Obligations. The Lien and security interest created hereby in the Collateral constitutes continuing collateral security for all of the following obligations, whether direct or indirect, absolute or contingent, and whether now existing or hereafter incurred (collectively, the “Obligations”): (a) for so long as the Note is outstanding, (i) the payment by the Company and each other GrantorCompany, as and when due and payable (by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by it in respect of the Securities Purchase Agreement, this Debt Exchange Agreement, the Notes Note and the other Transaction Documents, and (ii) in the case of the any Guarantors, the payment by such Guarantors, as and when due and payable payable, of all “Guaranteed Obligations Obligations” under (and as defined in) the GuarantiesGuaranty, including, without limitation, in both cases, (A) all principal of, interest, make-whole of and other amounts interest on the Notes Note (including, without limitation, all interest, make-whole and other amounts interest that accrues after the commencement of any Insolvency Proceeding of any GrantorGrantor or Guarantor, whether or not the payment of such interest is enforceable unenforceable or is not allowable in due to the existence of such Insolvency Proceeding), and (B) all fees, interestinterests, premiums, penalties, contract causes of action, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under this Agreement or any of the Transaction Documents; and (b) for so long as the Note is outstanding, the due and punctual performance and observance by each Grantor and Guarantor of all of its other obligations from time to time existing in respect of any of the Transaction Documents, including without limitation, with respect to any conversion or redemption rights of the Noteholders Lender under the NotesNote.

Security for Obligations. The Lien and security interest created hereby in the Pledged Collateral constitutes continuing collateral security for all of the following obligations, whether direct or indirect, absolute or contingent, and whether now existing or hereafter incurred (collectively, the “Obligations”): (ia) the prompt payment by the Company and each other GrantorPledgors, as and when due and payable (by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by it the Pledgors to the Lender in respect of the Securities Purchase Agreement, this Agreement, the Notes Loan Agreement and the all other Transaction Loan Documents, including, without limitation, (i) all principal of and interest on the Loans (including any interest that, but for the commencement of an Insolvency Proceeding, would have accrued), (ii) in the case of the Guarantorsany Pledgor that is a Guarantor, the payment all amounts from time to time owing by such GuarantorsPledgor in respect of its Guaranty, as and when due and payable of including all Guaranteed Obligations under the Guaranties, including, without limitation, in both cases, (A) all principal of, interest, make-whole and other amounts on the Notes (including, without limitation, all interest, make-whole and other amounts that accrues after the commencement of any Insolvency Proceeding of any Grantor, whether or not the payment of obligations guaranteed by such interest is enforceable or is allowable in such Insolvency Proceeding)Pledgor, and (Biii) all fees, interestcommissions, reimbursement obligations and repayment obligations in respect of all Letters of Credit and all interest thereon, all fees, premiums, penaltiescommissions, contract causes of action, costs, commissionscharges, expense reimbursements, indemnifications and all other amounts due or to become due under this the Loan Agreement or and any of the Transaction Documentsother Loan Document; and (b) the due and punctual performance and observance by each Grantor Pledgor of all of its other obligations from time to time existing in respect of any of the Transaction Loan Agreement and all other Loan Documents, including without limitation, with respect to any conversion or redemption rights of the Noteholders under the Notes.

Security for Obligations. The Lien and security interest created hereby in the Collateral constitutes continuing collateral security for all of the following obligations, whether direct or indirect, absolute or contingent, and whether now existing or hereafter incurred (collectively, the “Obligations”): (a) (i) the payment all payments by the Company and each other Grantor, ICA-T as and when due and payable (by scheduled maturity, required prepayment, redemption, acceleration, demand or otherwise), of all amounts from time to time owing by it in respect of the Securities Purchase Agreement, this Agreement, the Notes ICA-T Note and the other Transaction DocumentsDocuments to which ICA-T is a party, (ii) all payments by the Parent as and when due and payable (by scheduled maturity, required prepayment, redemption, acceleration, demand or otherwise), of all amounts from time to time owing by the Parent in respect of the ICA-T Note and/or any other obligations of ICA-T pursuant to any other Transaction Document and (iiiii) in the case of the Guarantors, the payment by such Guarantors, as and when due and payable of all Guaranteed Obligations of ICA-T under the GuarantiesGuaranty of Obligations of ICA-T, including, without limitation, in both casesall cases set forth in (i) – (iii) above, (A) all principal of, interest, makeredemption amounts, Late Charges (as defined in the ICA-whole T Note) and other amounts on the Notes ICA-T Note and the other Transaction Documents to which ICA-T is a party (including, without limitation, all interest, make-whole redemption amounts, Late Charges and other amounts that accrues accrue after the commencement of any Insolvency Proceeding of any Grantor, whether or not the payment of such interest is enforceable or is allowable in such Insolvency Proceeding), and (B) all fees, interest, Late Charges, premiums, penalties, contract causes of action, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under this Agreement or any of the Transaction Documents; and (b) the due and punctual performance and observance by each Grantor of all of its other obligations from time to time existing in respect of any of the Transaction Documents, including without limitation, with respect to any conversion or redemption rights of the Noteholders under the NotesICA-T Note.

Security for Obligations. The Lien and security interest created hereby in the Collateral constitutes continuing collateral security for all of the following obligations, whether direct or indirect, absolute or contingent, and whether now existing or hereafter incurred (collectively, the “"Obligations”"): (a) (i) in the case of the Company, the payment by the Company and each other GrantorCompany, as and when due and payable (by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by it in respect of the Securities Purchase Agreement, this AgreementIndenture, the Notes Securities and the other Transaction Documents, and (ii) in the case of the Guarantors, the payment by such each of the Guarantors, as and when due and payable of all "Guaranteed Obligations Obligations" under (as defined in) the GuarantiesGuaranty, including, without limitation, in both cases, (A) all principal of, interest, make-whole of and other amounts interest on the Notes Securities (including, without limitation, all interest, make-whole and other amounts interest that accrues after the commencement of any Insolvency Proceeding of any Grantor, whether or not the payment of such interest is enforceable unenforceable or is not allowable in due to the existence of such Insolvency Proceeding), and (B) all fees, interest, premiums, penalties, contract causes of action, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under this Agreement or any of the Transaction Documents, including without limitation any Make Whole Premium payable in accordance with the terms of the Indenture (and defined therein); and (b) the due and punctual performance and observance by each Grantor of all of its other obligations from time to time existing in respect of any of the Transaction Documents, including without limitation, with respect to any conversion or redemption rights of the Noteholders Holders under the Notes, for so long as the Notes are outstanding.

Security for Obligations. The Lien and security interest created hereby in the Collateral constitutes continuing collateral security for all of the following obligations, whether direct or indirect, absolute or contingent, and whether now existing or hereafter incurred (collectively, the “Obligations”): (a) for so long as the Notes are outstanding, (i) the payment by the Company and each other GrantorCompany, as and when due and payable (by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by it in respect of the Securities Purchase Agreement, this Agreement, the Notes and the other Transaction Documents, and (ii) in the case of the any Guarantors, the payment by such GuarantorsGrantors, as and when due and payable of all “Guaranteed Obligations Obligations” under (and as defined in) the GuarantiesGuaranty, including, without limitation, in both cases, (A) all principal of, interest, make-whole of and other amounts interest on the Notes (including, without limitation, all interest, make-whole and other amounts interest that accrues after the commencement of any Insolvency Proceeding of any Grantor, whether or not the payment of such interest is enforceable unenforceable or is not allowable in due to the existence of such Insolvency Proceeding), and (B) all fees, interest, premiums, penalties, contract causes of action, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under this Agreement or any of the Transaction Documents; and (b) for so long as the Notes are outstanding, the due and punctual performance and observance by each Grantor of all of its other obligations from time to time existing in respect of any of the Transaction Documents, including without limitation, with respect to any conversion or redemption rights of the Noteholders Buyers under the Notes.

Security for Obligations. The Lien and security interest created hereby in the Collateral constitutes continuing collateral security for all of the following obligations, whether direct or indirect, absolute or contingent, and whether now existing or hereafter incurred (collectively, the “Obligations”): (i) the payment by the Company and each other Grantor, as and when due and payable (by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by it in respect of the Securities Purchase Credit Agreement, this Agreement, the Notes Agreement and the other Transaction Loan Documents, and (ii) in the case of the Guarantors, the payment by such Guarantors, as and when due and payable of all Guaranteed Obligations under the Guaranties, including, without limitation, in both cases, (A) all principal of, interest, make-whole and other amounts on the Notes Term Loans (including, without limitation, all interest, make-whole and other amounts that accrues after the commencement of any Insolvency Proceeding of any Grantor, whether or not the payment of such interest is enforceable or is allowable in such Insolvency Proceeding), and (B) all fees, interest, premiums, penalties, contract causes of action, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under this Agreement or any of the Transaction Loan Documents; and (b) the due and punctual performance and observance by each Grantor of all of its other obligations from time to time existing in respect of any of the Transaction Loan Documents, including without limitation, with respect to any conversion or redemption rights of the Noteholders Lenders under the NotesLoan Documents.

Security for Obligations. The Lien and security interest ------------------------ created hereby in the Collateral constitutes continuing collateral security for all of the following obligations, whether direct or indirect, absolute or contingent, and whether now existing or hereafter incurred (collectively, the “"Obligations”):"): ----------- (ia) the prompt payment by the Company and each other Grantor, as and when due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by it to the Agents and the Lenders in respect of the Securities Purchase Agreement, this Agreement, the Notes Financing Agreement and the other Transaction Loan Documents, and (ii) in the case of the Guarantors, the payment by such Guarantors, as and when due and payable of all Guaranteed Obligations under the Guaranties, including, without limitation, in both cases, (Ai) all principal of, interest, make-whole of and other amounts interest on the Notes Loans (including, without limitation, all interest, make-whole and other amounts interest that accrues after the commencement of any Insolvency Proceeding of any GrantorLoan Party, whether or not the payment of such interest is enforceable unenforceable or is not allowable in due to the existence of such Insolvency Proceeding), (ii) all Letter of Credit Obligations, (iii) in the case of a Guarantor, all amounts from time to time owing by such Grantor in respect of its guaranty made pursuant to Article XI of the Financing Agreement or under any other Guaranty to which it is a party, including all obligations guaranteed by such Grantor and (Biv) all fees, interestcommissions, premiums, penalties, contract causes of action, costs, commissionscharges, expense reimbursements, indemnifications and all other amounts due or to become due under this Agreement or any of the Transaction DocumentsLoan Document; and (b) the due and punctual performance and observance by each Grantor of all of its other obligations owing to the Agents and the Lenders and from time to time existing in respect of any of the Transaction Loan Documents, including without limitation, with respect to any conversion or redemption rights of the Noteholders under the Notes.

Security for Obligations. The Lien and security interest created hereby in the Collateral constitutes continuing collateral security for all of the following obligations, whether direct or indirect, absolute or contingent, and whether now existing or hereafter incurred (collectively, the “Obligations”): (a) for so long as the Notes are outstanding, (i) the payment by the Company and each other GrantorCompany, as and when due and payable (by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by it in respect of the Securities Purchase Agreement, this Agreement, the Notes and the other Transaction Documents, and (ii) in the case of the any Guarantors, the payment by such Guarantors, as and when due and payable of all “Guaranteed Obligations Obligations” under (and as defined in) the GuarantiesGuaranty, including, without limitation, in both cases, (A) all principal of, interest, make-whole of and other amounts interest on the Notes (including, without limitation, all interest, make-whole and other amounts interest that accrues after the commencement of any Insolvency Proceeding of any Grantor, whether or not the payment of such interest is enforceable unenforceable or is not allowable in due to the existence of such Insolvency Proceeding), and (B) all fees, interest, premiums, penalties, contract causes of action, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under this Agreement or any of the Transaction Documents; and (b) for so long as the Notes are outstanding, the due and punctual performance and observance by each Grantor of all of its other obligations from time to time existing in respect of any of the Transaction Documents, including without limitation, with respect to any conversion or redemption rights of the Noteholders Buyers under the Notes.

Security for Obligations. The Lien and security interest created hereby in the Collateral constitutes continuing collateral security for all of the following obligations, whether direct or indirect, absolute or contingent, and whether now existing or hereafter incurred (collectively, the “Obligations”): (i) the payment by the Company and each other GrantorBVI, as and when due and payable (by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by it in respect of the Securities Purchase Agreement, this Agreement, the Notes and the other “Transaction Documents” (as defined in the Securities Purchase Agreement), and (ii) in the case of the Guarantors, the payment by such Guarantors, each of the Existing Subsidiaries and each other Grantor other than BVI as and when due and payable of all “Guaranteed Obligations Obligations” under (as defined in) the GuarantiesGuaranty, including, without limitation, in both cases, (A) all principal of, interest, make-whole of and other amounts interest on the Notes (including, without limitation, all interest, make-whole and other amounts interest that accrues after the commencement of any Insolvency Proceeding of any Grantor, whether or not the payment of such interest is enforceable unenforceable or is not allowable in due to the existence of such Insolvency Proceeding), and (B) all fees, interest, premiums, penalties, contract causes of action, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under this Agreement or any of the Transaction Documents; and (b) the due and punctual performance and observance by each Grantor of all of its other obligations from time to time existing in respect of any of the Transaction Documents, including without limitation, with respect to any conversion or redemption rights of Documents for so long as the Noteholders under the NotesNotes are outstanding.

Security for Obligations. The Lien and security interest created hereby in the Collateral constitutes continuing collateral security for all of the following obligations, whether direct or indirect, absolute or contingent, and whether now existing or hereafter incurred (collectively, the “Obligations”): (a) for so long as the Notes are outstanding, (i) the payment by the Company and each other GrantorCompany, as and when due and payable (by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by it in respect of the Securities Purchase Agreement, this Agreement, the Notes and the other Transaction Documents, and (ii) in the case of the any Guarantors, the payment by such Guarantors, as and when due and payable of all “Guaranteed Obligations Obligations” under the Guaranties(and as defined in) each Guaranty (if any), as applicable, including, without limitation, in both cases, (A) all principal of, interest, make-whole of and other amounts interest on the Notes (including, without limitation, all interest, make-whole and other amounts interest that accrues after the commencement of any Insolvency Proceeding of any Grantor, whether or not the payment of such interest is enforceable unenforceable or is not allowable in due to the existence of such Insolvency Proceeding), and (B) all fees, interest, premiums, penalties, contract causes of action, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under this Agreement or any of the Transaction Documents; and (b) for so long as the Notes are outstanding, the due and punctual performance and observance by each Grantor of all of its other obligations from time to time existing in respect of any of the Transaction Documents, including without limitation, with respect to any conversion or redemption rights of the Noteholders Buyers under the Notes.

Security for Obligations. The Lien and security interest created hereby in the Pledged Collateral constitutes continuing collateral security for all of the following obligations, whether direct or indirect, absolute or contingent, and whether now existing or hereafter incurred (collectively, the “"Obligations”"): (ia) the prompt payment by the Company and each other GrantorPledgors, as and when due and payable (by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by it the Pledgors to the Agent or the Lenders in respect of the Securities Purchase Agreement, this Agreement, the Notes Loan Agreement and the all other Transaction Loan Documents, and (ii) in the case of the Guarantors, the payment by such Guarantors, as and when due and payable of all Guaranteed Obligations under the Guaranties, including, without limitation, in both cases, (Ai) all principal of, interest, make-whole of and other amounts interest on the Notes Loans (including, without limitation, all interest, make-whole and other amounts interest that accrues after the commencement of any Insolvency Proceeding of any GrantorPledgor, whether or not the payment of such interest is enforceable unenforceable or is not allowable in due to the existence of such Insolvency Proceeding), (ii) in the case of a Guarantor, all amounts from time to time owing by such Pledgor in respect of its guaranty made pursuant to, in the case of the Parent, the Loan Agreement or, in the case of any Subsidiary Guarantors, the Guaranty to which it is a party, including all obligations guaranteed by such Pledgor and (Biii) all fees, interestcommissions, premiumsreimbursement obligations and repayment obligations in respect of all Letters of Credit and all interest thereon, penalties, contract causes of action, costsall fees, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under this the Loan Agreement or and any of the Transaction Documentsother Loan Document; and (b) the due and punctual performance and observance by each Grantor Pledgor of all of its other obligations from time to time existing in respect of any of the Transaction Loan Agreement and all other Loan Documents, including without limitation, with respect to any conversion or redemption rights of the Noteholders under the Notes.

Security for Obligations. The Lien and security interest created hereby in the Pledged Collateral constitutes continuing collateral security for all of the following obligationsObligations, whether direct or indirectincluding, absolute or contingentbut not limited to, and the following, whether now existing or hereafter incurred (collectively, the “Obligations”):incurred: (ia) the prompt payment by the Company and each other GrantorPledgors, as and when due and payable (by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by it the Pledgors to the Administrative Agent or the Lenders in respect of the Securities Purchase Agreement, this Agreement, the Notes Financing Agreement and the all other Transaction Loan Documents, and (ii) in the case of the Guarantors, the payment by such Guarantors, as and when due and payable of all Guaranteed Obligations under the Guaranties, including, without limitation, in both cases, (Ai) all principal of, interest, make-whole of and other amounts interest on the Notes Loans (including, without limitation, all interest, make-whole and other amounts interest that accrues after the commencement of any Insolvency Proceeding of any Grantor, Pledgor whether or not the payment of such interest is enforceable unenforceable or is not allowable in due to the existence of such Insolvency Proceeding), and (Bii) in the case of a Guarantor, all amounts from time to time owing by such Pledgor in respect of its guaranty made pursuant to Article 10 of the Financing Agreement or under any other Guaranty to which it is a party, including all obligations guaranteed by such Pledgor, (iii) all fees, interest, premiums, penalties, contract causes of action, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under this the Financing Agreement or and any of other Loan Document and (iv) all other “Obligations” (as defined in the Transaction DocumentsFinancing Agreement); and (b) the due and punctual performance and observance by each Grantor of the Pledgors of all of its their other obligations from time to time existing in respect of any of the Transaction Financing Agreement and all other Loan Documents, including without limitation, with respect to any conversion or redemption rights of the Noteholders under the Notes.

Security for Obligations. The Lien and security interest created hereby in the Collateral constitutes continuing collateral security for all of the following obligations, whether direct or indirect, absolute or contingent, and whether now existing or hereafter incurred (collectively, the “Obligations”): (i) the payment by the Company and each other Grantor, as and when due and payable (by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by it in respect of the Securities Purchase Exchange Agreement, this Agreement, the Notes and the other Transaction Documents, and (ii) in the case of the Guarantors, the payment by such Guarantors, as and when due and payable of all Guaranteed Obligations under the Guaranties, including, without limitation, in both cases, (A) all principal of, interest, make-whole and other amounts on the Notes (including, without limitation, all interest, make-whole and other amounts that accrues after the commencement of any Insolvency Proceeding of any Grantor, whether or not the payment of such interest is enforceable or is allowable in such Insolvency Proceeding), and (B) all fees, interest, premiums, penalties, contract causes of action, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under this Agreement or any of the Transaction Documents; and (b) the due and punctual performance and observance by each Grantor of all of its other obligations from time to time existing in respect of any of the Transaction Documents, including without limitation, with respect to any conversion or redemption rights of the Noteholders under the Notes.

Security for Obligations. The Lien and security interest created hereby in the Collateral constitutes continuing collateral security for all of the following obligations, whether direct or indirect, absolute or contingent, and whether now existing or hereafter incurred (collectively, the “Obligations”): (a) for so long as the Notes are outstanding, (i) the payment by the Company and each other GrantorCompany, as and when due and payable (by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by it in respect of the Securities Purchase Agreement, this Agreement, the Notes and the other Transaction Documents, and (ii) in the case of the any Guarantors, the payment by such Guarantors, as and when due and payable of all “Guaranteed Obligations Obligations” under (and as defined in) the GuarantiesGuaranty, including, without limitation, in both cases, (A) all principal of, interest, make-whole of and other amounts interest on the Notes (including, without limitation, all interest, make-whole and other amounts interest that accrues after the commencement of any Insolvency Proceeding of any Grantorthe Company, whether or not the payment of such interest is enforceable unenforceable or is not allowable in due to the existence of such Insolvency Proceeding), and (B) all fees, interest, premiums, penalties, contract causes of action, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under this Agreement or any of the Transaction Documents; and (b) for so long as the Notes are outstanding, the due and punctual performance and observance by each Grantor the Company of all of its other obligations from time to time existing in respect of any of the Transaction Documents, including without limitation, with respect to any conversion or redemption rights of the Noteholders Buyers under the Notes.

Security for Obligations. The Lien and security interest created hereby in the Collateral constitutes a continuing first-priority collateral security for all of the following obligationsObligations under and as defined in the Note, whether direct or indirectincluding, absolute or contingent, and whether now existing or hereafter incurred without limitation: (collectively, the “Obligations”): a) (i) the payment by the Company and each other Grantor, as and when due and payable (by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by it in respect of the Securities Purchase Agreement, this Agreement, the Notes and the other Transaction Documents, and (ii) in the case of the GuarantorsGuarantor, the payment by such Guarantorsthe Guarantor, as and when due and payable of all Guaranteed Obligations under the GuarantiesGuaranty, including, without limitation, in both cases, (A) all principal of, interest, make-whole and other amounts on the Notes (including, without limitation, all interest, make-whole and other amounts that accrues after the commencement of any Insolvency Proceeding of any Grantor, whether or not the payment of such interest is enforceable or is allowable in such Insolvency Proceeding), and (B) all fees, interest, premiums, penalties, contract causes of action, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under this Agreement or any of the Transaction Documents; and (b) the due and punctual performance and observance by each Grantor of all of its other obligations from time to time existing in respect of any of the Transaction Documents, including without limitation, with respect to any conversion or redemption rights of the Noteholders under the Notes.

Security for Obligations. The Lien and security interest created hereby in the Collateral constitutes continuing collateral security for all of the following obligations, whether direct or indirect, absolute or contingent, and whether now existing or hereafter incurred (collectively, the “Obligations”): (i) the payment by the Company and each other Grantor, as and when due and payable (by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by it in respect of the Securities Purchase Exchange Agreement, this Agreement, the Notes and the other Transaction Documents, and (ii) in the case of the Guarantors, the payment by such Guarantors, as and when due and payable of all Guaranteed Obligations under the Guaranties, including, without limitation, in both cases, (A) all principal of, interest, make-whole and other amounts on the Notes (including, without limitation, all interest, make-whole and other amounts that accrues accrue after the commencement of any Insolvency Proceeding of any Grantor, whether or not the payment of such interest is enforceable or is allowable in such Insolvency Proceeding), and (B) all fees, interest, premiums, penalties, contract causes of action, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under this Agreement or any of the Transaction Documents; and (b) the due and punctual performance and observance by each Grantor of all of its other obligations from time to time existing in respect of any of the Transaction Documents, including without limitation, with respect to any conversion conversion, exchange or redemption rights of the Noteholders under the Notes.

Security for Obligations. The Lien and security interest created hereby in the Collateral constitutes continuing collateral security for all of the following obligations, whether direct or indirect, absolute or contingent, and whether now existing or hereafter incurred (collectively, the “Obligations”): (i) the payment by the Company and each other GrantorCompany, as and when due and payable (by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by it in respect of the Securities Purchase Exchange Agreement, this Agreement, the Notes and the other Transaction Documents, and (ii) in the case of the GuarantorsGuarantor, the payment by such Guarantorsthe Guarantor, as and when due and payable of all Guaranteed Obligations under the GuarantiesGuaranty, including, without limitation, in both cases, (A) all principal of, interest, make-whole and other amounts on the Notes (including, without limitation, all interest, make-whole and other amounts that accrues accrue after the commencement of any Insolvency Proceeding of any the Grantor, whether or not the payment of such interest is enforceable or is allowable in such Insolvency Proceeding), and (B) all fees, interest, premiums, penalties, contract causes of action, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under this Agreement or any of the Transaction Documents; and (b) the due and punctual performance and observance by each the Grantor of all of its other obligations from time to time existing in respect of any of the Transaction Documents, including without limitation, with respect to any conversion conversion, exchange or redemption rights of the Noteholders under the Notes.

Security for Obligations. The Lien and security interest created hereby in the Collateral constitutes continuing collateral security for all of the following obligations, whether direct or indirect, absolute or contingent, and whether now existing or hereafter incurred (collectively, the “Obligations”): (i) the payment by the Company and each other Grantor, as and when due and payable (by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by it in respect of the Securities Purchase Agreement, this Agreement, the Notes and the other Transaction Documents, and (ii) in the case of the Guarantors, the payment by such Guarantors, as and when due and payable of all Guaranteed Obligations under the Guaranties, including, without limitation, in both cases, (A) all principal of, interest, make-make- whole and other amounts on the Notes (including, without limitation, all interest, make-whole and other amounts that accrues after the commencement of any Insolvency Proceeding of any Grantor, whether or not the payment of such interest is enforceable or is allowable in such Insolvency Proceeding), and (B) all fees, interest, premiums, penalties, contract causes of action, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under this Agreement or any of the Transaction Documents; and (b) the due and punctual performance and observance by each Grantor of all of its other obligations from time to time existing in respect of any of the Transaction Documents, including without limitation, with respect to any conversion or redemption rights of the Noteholders under the Notes.

Security for Obligations. The Lien and security interest created hereby in the Collateral constitutes continuing collateral security for all of the following obligations, whether direct or indirect, absolute or contingent, and whether now existing or hereafter incurred (collectively, the “"Obligations”"): (a) for so long as the Notes are outstanding, (i) the payment by the Company and each other GrantorCompany, as and when due and payable (by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by it in respect of the Securities Purchase Agreement, this Agreement, the Notes and the other Transaction Documents, and (ii) in the case of the any Guarantors, the payment by such GuarantorsGrantors, as and when due and payable of all "Guaranteed Obligations Obligations" under the Guaranties(and as defined in) each Guaranty (if any), as applicable, including, without limitation, in both cases, (A) all principal of, interest, make-whole of and other amounts interest on the Notes (including, without limitation, all interest, make-whole and other amounts interest that accrues after the commencement of any Insolvency Proceeding of any Grantor, whether or not the payment of such interest is enforceable unenforceable or is not allowable in due to the existence of such Insolvency Proceeding), and (B) all fees, interest, premiums, penalties, contract causes of action, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under this Agreement or any of the Transaction Documents; and (b) for so long as the Notes are outstanding, the due and punctual performance and observance by each Grantor of all of its other obligations from time to time existing in respect of any of the Transaction Documents, including without limitation, with respect to any conversion or redemption rights of the Noteholders Buyers under the Notes.

Security for Obligations. The Lien and security interest created hereby in the Collateral constitutes continuing collateral security for all of the following obligations, whether direct or indirect, absolute or contingent, and whether now existing or hereafter incurred (collectively, the “Obligations”): (i) the payment by the Company and each other Grantor, as and when due and payable (by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by it in respect of the Securities Purchase Agreement, the Exchange Agreement, this Agreement, the Notes Notes, the other Exchange Documents, and the other Transaction Documents, and (ii) in the case of the Guarantors, the payment by such Guarantors, as and when due and payable of all Guaranteed Obligations under the Guaranties, including, without limitation, in both cases, (A) all principal of, interest, make-whole and other amounts on the Notes (including, without limitation, all interest, make-whole and other amounts that accrues after the commencement of any Insolvency Proceeding of any Grantor, whether or not the payment of such interest is enforceable or is allowable in such Insolvency Proceeding), and (B) all fees, interest, premiums, penalties, contract causes of action, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under this Agreement Agreement, any of the Exchange Documents or any of the Transaction Documents; and (b) the due and punctual performance and observance by each Grantor of all of its other obligations from time to time existing in respect of any of the Exchange Documents or any of the Transaction Documents, including without limitation, with respect to any conversion or redemption rights of the Noteholders under the Notes.