Common use of Security Interest Absolute Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Security Interest Absolute. (a) The obligations of the Company under this Agreement are intended to be independent of the Secured Obligations, and a separate action or actions may be brought and prosecuted against the Company to enforce this Agreement, irrespective of whether any action is brought against another pledgor of the Secured Obligations or whether another pledgor of the Secured Obligations is joined in any such action or actions. All rights of the Secured Party Trustee and the pledge, hypothecation and security interest hereunder, and all Obligations obligations of the Company hereunder, shall be absolute and unconditional, to the extent permitted by applicable law, irrespective of: : (ai) any lack of validity or enforceability of this Agreement, the Notes, the Warrants Indenture or Security Documents or any other agreement entered into in connection with the foregoing, or any portion hereof or thereof; instrument relating thereto; (bii) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants Indenture or any other agreement entered into in connection with the foregoing; Security Document; (ciii) any taking, exchange, release or nonperfection non-perfection of any of the Intellectual Propertyother collateral, or any taking, release or amendment or waiver of of, or consent to departure from any other Intellectual Property for, or any guaranty, or any other securityguarantee, for all or any of the Secured Obligations; ; (div) any action by manner of application of the Pledged Equity Interests, or proceeds thereof, to all or any of the Secured Party to obtainObligations, adjustor any manner of sale or other disposition of any other collateral for all or any of the Secured Obligations; (v) any change, settle and cancel in its sole discretion restructuring or termination of the structure or existence of the Company or any insurance claims or matters made or arising in connection with the Intellectual PropertyIssuer; or or (evi) any other circumstance circumstances which might would otherwise constitute any legal or equitable a defense available to the Companyto, or a discharge of, the Company, any Issuer or a third party grantor of a security interest. (b) The Company hereby waives, to the extent permitted by applicable law, (i) all rights under any applicable law limiting remedies, including recovery of a deficiency from the Company, whether by right of subrogation or otherwise; (ii) all rights under any applicable law to require the Trustee to pursue any Issuer or any part other Person, any security which the Trustee may hold or any other remedy before proceeding against the Company; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Security Interest granted hereby. Until Trustee may have against any Issuer and all rights to participate in any security held by the Trustee, until the Secured Obligations shall have been indefeasibly paid and performed in full, ; (iv) all rights to require the rights Trustee to give any notices of the Secured Party shall continue even if the Obligations are barred for any reasonkind, including, without limitation, the running notices of the statute of limitations or bankruptcy. The Company expressly waives presentmentnonpayment, nonperformance, protest, notice of protestdishonor, demanddefault, notice of nonpayment and demand for performance. In delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the event that at any time any transfer of any Intellectual Property or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction Indenture; (v) all rights to have been a voidable preference or fraudulent conveyance under assert the bankruptcy or insolvency laws of any Issuer as a defense hereunder or as the United States, or shall be deemed basis for rescission hereof; (vi) all rights under any applicable law purporting to be otherwise due to any party other than the Secured Party, then, in any such event, reduce the Company's obligations hereunder shall survive cancellation if the Secured Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Company, any Issuer or any Person, the repudiation of the Indenture or the Security Documents by the Company, any Issuer or any Person, the failure by the Trustee to enforce any claim against the Company or any Issuer or the unenforceability in whole or in part of the Indenture or any Security Document; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Company of its obligations under, or the enforcement by the Trustee of, this Agreement; (x) any requirement on the part of the Trustee to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and shall not be discharged hearing of any kind prior to the exercise of rights by the Trustee upon the occurrence and during the continuation of an Event of Default to repossess with judicial process or satisfied to replevy, attach or levy upon the Pledged Equity Interests. To the extent permitted by any prior payment thereof and/or cancellation of this Agreementapplicable law, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right the posting of any bond otherwise required of the Trustee in connection with any judicial process or proceeding to require obtain possession of, replevy, attach or levy upon the Pledged Equity Interests, to enforce any judgment or other security for the Secured Party Obligations, to proceed enforce any judgment or other court order entered in favor of the Trustee or to enforce by specific performance, temporary restraining order or preliminary or permanent injunction this Agreement or any other agreement or document between the Company and the Trustee. Upon the occurrence and during the continuation of an Event of Default, the Trustee may elect to nonjudicially or judicially foreclose against any other person or to apply any Intellectual Property which security it holds for the Secured Party may hold at Obligations or any timepart thereof, or to marshal assets, or to pursue exercise any other remedy. The remedy against the Company waives or any defense arising by reason Issuer, any even if the effect of that action is to deprive the Company of the application of right to collect reimbursement from any Issuer for any sums paid by the statute of limitations Company to any obligation secured herebythe Trustee.

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

Security Interest Absolute. (a) The obligations of the Pledgor under this Agreement are independent of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actions. All rights of the Secured Party Owner Lessor and the pledge, hypothecation and security interest hereunder, and all Obligations obligations of the Company Pledgor hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, irrespective of: : (ai) any lack of validity or enforceability of this Agreement, the Notes, the Warrants any Operative Document or any other agreement entered into in connection with the foregoing, or any portion hereof or thereof; instrument relating thereto; (bii) any change in the time, manner or place of payment or performance of, of or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from any Operative Document, including, without limitation, any increase in the Notes, Obligations resulting from the Warrants or any other agreement entered into in connection with extension of additional credit to the foregoing; Pledgor; (ciii) any taking, exchange, release or nonperfection non-perfection of any of the Intellectual Propertyother collateral, or any taking, release or amendment or waiver of of, or consent to departure from any other Intellectual Property for, or any guaranty, or any other security, for all or any of the Obligations; ; (div) any action by manner of application of the Secured Party Collateral, or proceeds thereof, to obtainall or any of the Obligations, adjustor any manner of sale or other disposition of any other collateral for all or any of the Obligations; (v) any change, settle and cancel in its sole discretion any insurance claims restructuring or matters made termination of the structure or arising in connection with existence of the Intellectual PropertyPledgor; or or (evi) any other circumstance circumstances which might otherwise constitute any legal or equitable a defense available to the Companyto, or a discharge of, the Pledgor or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Pledgor, or any part other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Security Interest granted hereby. Until Owner Lessor may have against the Pledgor, and all rights to participate in any security held by the Owner Lessor until the Obligations shall have been paid and performed in full, ; (iv) all rights to require the rights Owner Lessor to give any notices of the Secured Party shall continue even if the Obligations are barred for any reasonkind, including, without limitation, the running notices of the statute of limitations or bankruptcy. The Company expressly waives presentmentnonpayment, nonperformance, protest, notice of protestdishonor, demanddefault, notice of nonpayment and demand for performance. In delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the event that at any time any transfer of any Intellectual Property or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction Participation Agreement; (v) all rights to have been a voidable preference or fraudulent conveyance under assert the bankruptcy or insolvency laws of the United States, Pledgor as a defense hereunder or shall be deemed as the basis for rescission hereof; (vi) all rights under any law purporting to be otherwise due to any party other than reduce the Secured Party, then, in any such event, the CompanyPledgor's obligations hereunder shall survive cancellation if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Pledgor or any Person, the repudiation of the Operative Documents by the Pledgor or any Person, the failure by the Owner Lessor to enforce any claim against the Pledgor, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and shall not be discharged or satisfied hearing of any kind prior to the exercise of rights by any prior payment thereof and/or cancellation the Owner Lessor upon the occurrence and during the continuation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance Lease Event of Default to repossess with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person judicial process or to apply replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any Intellectual Property which bond otherwise required of the Secured Party may hold at Owner Lessor in connection with any timejudicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to marshal assetsenforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to pursue exercise any other remedy. The Company waives remedy against the Pledgor, any defense arising by reason security or any guarantor, even if the effect of that action is to deprive the Pledgor of the application of right to collect reimbursement for any sums paid by the statute of limitations Pledgor to any obligation secured herebythe Collateral Agent.

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

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

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

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

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

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

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

Security Interest Absolute. (a) The obligations of the Pledgor under this Agreement are independent of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actions. All rights of the Secured Party Owner Lessor and the pledge, hypothecation and security interest hereunder, and all Obligations obligations of the Company Pledgor hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, irrespective of: : (ai) any lack of validity or enforceability of this Agreement, the Notes, the Warrants any Operative Document or any other agreement entered into in connection with the foregoing, or any portion hereof or thereof; instrument relating thereto; (bii) any change in the time, manner or place of payment or performance of, of or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from any Operative Document, including, without limitation, any increase in the Notes, Obligations resulting from the Warrants or any other agreement entered into in connection with extension of additional credit to the foregoing; Facility Lessee; (ciii) any taking, exchange, release or nonperfection non-perfection of any of the Intellectual Propertyother collateral, or any taking, release or amendment or waiver of of, or consent to departure from any other Intellectual Property for, or any guaranty, or any other security, for all or any of the Obligations; ; (div) any action by manner of application of the Secured Party Collateral, or proceeds thereof, to obtainall or any of the Obligations, adjustor any manner of sale or other disposition of any other collateral for all or any of the Obligations; (v) any change, settle and cancel in its sole discretion any insurance claims restructuring or matters made termination of the structure or arising in connection with existence of the Intellectual PropertyFacility Lessee; or or (evi) any other circumstance circumstances which might otherwise constitute any legal or equitable a defense available to the Companyto, or a discharge of, the Facility Lessee or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any part other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Security Interest granted hereby. Until Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations shall have been paid and performed in full, ; (iv) all rights to require the rights Owner Lessor to give any notices of the Secured Party shall continue even if the Obligations are barred for any reasonkind, including, without limitation, the running notices of the statute of limitations or bankruptcy. The Company expressly waives presentmentnonpayment, nonperformance, protest, notice of protestdishonor, demanddefault, notice of nonpayment and demand for performance. In delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the event that at any time any transfer of any Intellectual Property or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction Participation Agreement; (v) all rights to have been a voidable preference or fraudulent conveyance under assert the bankruptcy or insolvency laws of the United States, Facility Lessee as a defense hereunder or shall be deemed as the basis for rescission hereof; (vi) all rights under any law purporting to be otherwise due to any party other than reduce the Secured Party, then, in any such event, the CompanyPledgor's obligations hereunder shall survive cancellation if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and shall not be discharged or satisfied hearing of any kind prior to the exercise of rights by any prior payment thereof and/or cancellation the Owner Lessor upon the occurrence and during the continuation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance Lease Event of Default to repossess with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person judicial process or to apply replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any Intellectual Property which bond otherwise required of the Secured Party may hold at Owner Lessor in connection with any timejudicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to marshal assetsenforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to pursue exercise any other remedy. The Company waives remedy against MEW, or the Facility Lessee, any defense arising by reason security or any guarantor, even if the effect of that action is to deprive the Pledgor of the application of right to collect reimbursement from MEW, or the statute of limitations Facility Lessee for any sums paid by the Pledgor to any obligation secured herebythe Collateral Agent.

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

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

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

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

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

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

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

Security Interest Absolute. All Unless asserted by or on behalf of Noteholders that are Restricted Parties, all rights of the Secured Party Trustee and security interests hereunder, and all Obligations obligations of the Company Issuer hereunder, shall be absolute and unconditional, unconditional irrespective of: , and the Issuer hereby irrevocably waives, any defenses it may now have or may hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement, any of the Notes, the Warrants Transaction Documents or any other agreement entered into in connection with or instrument relating thereto (other than against the foregoing, or any portion hereof or thereof; Trustee); (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants Transaction Documents or any other agreement entered into in connection with the foregoing; or instrument relating thereto; (c) any taking, exchange, surrender, release or nonperfection non-perfection of any of the Intellectual PropertyCollateral or any other collateral, or any release or amendment or waiver of or consent to any departure from any other Intellectual Property for, or any guaranty, or any other security, for all or any of the Secured Obligations; ; (d) any action by manner of application of any Collateral or any other collateral, or proceeds thereof, to all or any of the Secured Party to obtainObligations, adjust, settle and cancel or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Secured Obligations or any other obligations of the Issuer under or in its sole discretion respect of the Transaction Documents or any insurance claims or matters made or arising in connection with other assets of the Intellectual Property; or Issuer; (e) any change, restructuring or termination of the limited liability company structure or existence of the Issuer; (f) the failure of any other Person to execute this Indenture or any other agreement or the release or reduction of liability of the Issuer or other grantor or surety with respect to the Secured Obligations; or (g) any other circumstance which (including any statute of limitations) or any existence of or reliance on any representation by the Trustee that might otherwise constitute any legal or equitable a defense available to the Companyto, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in fullof, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured herebyIssuer.

Security Interest Absolute. All rights of the Secured Party Trustee and security interests hereunder, and all Obligations obligations of the Company Issuer hereunder, shall be absolute and unconditional, unconditional irrespective of: , and the Issuer hereby irrevocably waives any defenses it may now have or may hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement, any of the Notes, the Warrants Transaction Documents or any other agreement entered into in connection with or instrument relating thereto (other than against the foregoing, or any portion hereof or thereof; Trustee); (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants Transaction Documents or any other agreement entered into in connection with the foregoing; or instrument relating thereto; (c) any taking, exchange, surrender, release or nonperfection non-perfection of any of the Intellectual PropertyCollateral or any other collateral, or any release or amendment or waiver of or consent to any departure from any other Intellectual Property for, or any guaranty, or any other security, for all or any of the Secured Obligations; ; (d) any action by manner of application of any Collateral or any other collateral, or proceeds thereof, to all or any of the Secured Party to obtainObligations, adjust, settle and cancel or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Secured Obligations or any other obligations of the Issuer under or in its sole discretion respect of the Transaction Documents or any insurance claims or matters made or arising in connection with other assets of the Intellectual Property; or Issuer; (e) any change, restructuring or termination of the limited liability company structure or existence of the Issuer; (f) the failure of any other Person to execute this Indenture or any other agreement or the release or reduction of liability of the Issuer or other grantor or surety with respect to the Secured Obligations; or (g) any other circumstance which (including any statute of limitations) or any existence of or reliance on any representation by the Trustee that might otherwise constitute any legal or equitable a defense available to the Companyto, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in fullof, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured herebyIssuer.

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

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

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

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

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

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

Security Interest Absolute. The obligations of the Grantor under this Agreement are independent of the Secured Obligations, and a separate action or actions may be brought and prosecuted against the Grantor to enforce this Agreement, irrespective of whether any action is brought against the Company or whether the Company is joined in any such action or actions. All rights of the Secured Party Trustee and the pledge, assignment and security interest hereunder, and all Obligations obligations of the Company Grantor hereunder, shall be irrevocable, absolute and unconditional, irrespective of: , and the Grantor hereby irrevocably waives (to the maximum extent permitted by applicable law) any defenses it may now have or may hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreementthe Indenture, the Notes, the Warrants any Security Document or any other agreement entered into in connection with the foregoing, or any portion hereof or thereof; instrument relating thereto; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the ObligationsSecured Obligations or any other obligations under the Indenture, the Notes or any Security Document, or any other amendment or waiver of or any consent to any departure from the NotesIndenture, the Warrants Notes or any other agreement entered into Security Document, including, without limitation, any increase in connection with the foregoing; Secured Obligations resulting from the extension of additional credit to the Company, any of its Subsidiaries or otherwise; (c) any taking, exchange, release or nonperfection non-perfection of any of the Intellectual Propertyother collateral, or any taking, release or amendment or waiver of or consent to departure from any other Intellectual Property for, or any guaranty, or any other security, for all or any of the Secured Obligations; ; (d) any action by manner of application of Collateral, or proceeds thereof, to all or any of the Secured Party to obtainObligations, adjustor any manner of sale or other disposition of any Collateral for all or any of the Secured Obligations or any other obligations of the Company under or in respect of the Indenture, settle the Notes, and cancel in the Security Documents or any other assets of the Company or any of its sole discretion any insurance claims or matters made or arising in connection with the Intellectual Property; or Subsidiaries; (e) any change, restructuring or termination of the corporate, partnership or other structure or existence of the Company or any of its Subsidiaries; and (f) any other circumstance which (including without limitation any statute of limitations) that might otherwise constitute any legal or equitable a defense available to the Companyto, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in fullof, the rights Grantor or a third party grantor of a security interest other than the payment in full of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured herebyObligations.

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

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

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

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

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

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

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

Security Interest Absolute. All rights of the Secured Party Trustee and security interests hereunder, and all Obligations obligations of the Company Issuer hereunder, shall be absolute and unconditional, unconditional irrespective of: , and the Issuer hereby irrevocably waives any defenses it may now have or may hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement, any of the Notes, the Warrants Deal Documents or any other agreement entered into in connection with or instrument relating thereto (other than against the foregoing, or any portion hereof or thereof; Trustee); (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants Deal Documents or any other agreement entered into in connection with the foregoing; or instrument relating thereto; (c) any taking, exchange, surrender, release or nonperfection non-perfection of any of the Intellectual PropertyCollateral or any other collateral, or any release or amendment or waiver of or consent to any departure from any other Intellectual Property for, or any guaranty, or any other security, for all or any of the Secured Obligations; ; (d) any action by manner of application of any Collateral or any other collateral, or proceeds thereof, to all or any of the Secured Party to obtainObligations, adjust, settle and cancel or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Secured Obligations or any other obligations of the Issuer under or in its sole discretion respect of the Deal Documents or any insurance claims or matters made or arising in connection with other assets of the Intellectual Property; or Issuer; (e) any change, restructuring or termination of the limited liability company structure or existence of the Issuer; (f) the failure of any other Person to execute this Indenture or any other agreement or the release or reduction of liability of the Issuer or other grantor or surety with respect to the Secured Obligations; or (g) any other circumstance which (including any statute of limitations) or any existence of or reliance on any representation by the Trustee that might otherwise constitute any legal or equitable a defense available to the Companyto, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in fullof, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured herebyIssuer.

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

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

Security Interest Absolute. The obligations of each Grantor under this Agreement are independent of the Secured Obligations, and a separate action or actions may be brought and prosecuted against such Grantor to enforce this Agreement, irrespective of whether any action is brought against the other Grantors or whether the other Grantors are joined in any such action or actions. All rights of the Secured Party Administrative Agent and the pledge, assignment and security interest hereunder, and all Obligations obligations of the Company each Grantor hereunder, shall be absolute and unconditional, irrespective of: : (ai) any lack of validity or enforceability of this Agreementany Loan Document, the Notes, the Warrants any Hedge Agreement or any other agreement entered into in connection with the foregoing, or any portion hereof or thereof; instrument relating thereto; (bii) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants any Loan Document or any other agreement entered into Hedge Agreement, including, without limitation, any increase in connection with the foregoing; Secured Obligations resulting from the extension of additional credit to any Grantor or any of its Subsidiaries or otherwise; (ciii) any taking, exchange, release or nonperfection of any of the Intellectual Propertyother collateral, or any taking, release or amendment or waiver of or consent to departure from any other Intellectual Property for, or any guaranty, or any other security, for all or any of the Secured Obligations; ; (div) any action by manner of application of collateral, or proceeds thereof, to all or any of the Secured Party to obtainObligations, adjustor any manner of sale or other disposition of any collateral for all or any of the Secured Obligations or any other assets of the Borrower or any of its Subsidiaries; (v) any change, settle and cancel in restructuring or termination of the corporate structure or existence of any Grantor or any of its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertySubsidiaries; or or (evi) any other circumstance which that might otherwise constitute any legal or equitable a defense available to the Companyto, or a discharge of, such Grantor or a third-party grantor of all or any part of the Security Interest granted herebya security interest. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party This Agreement shall continue even to be effective or be reinstated, as the case may be, if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer payment of any Intellectual Property or any payment received by of the Secured Obligations is rescinded or must otherwise be returned by any Secured Party hereunder shall be deemed or by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under any other Person upon the insolvency, bankruptcy or insolvency laws reorganization of the United Statesany Loan Party or otherwise, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any all as though such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall payment had not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured herebybeen made.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Security Interest Absolute. The obligations of Pledgor under this Agreement are independent of the Secured Obligations, and a separate action or actions may be brought and prosecuted against Pledgor to enforce this Agreement, irrespective of whether any action is brought against the Borrower, any other pledgor or any guarantor of the Secured Obligations or whether the Borrower, any other pledgor or any guarantor of the Secured Obligations is joined in any such action or actions. All rights of the Secured Party Administrative Agent and the assignment, hypothecation and security interest hereunder, and all Obligations obligations of the Company Pledgor hereunder, shall be absolute and unconditional, to the extent permitted by applicable Requirements of Law, irrespective of: : (a) any lack of validity or enforceability of this Agreement, the NotesCredit Agreement, any other Financing Document or any other agreement or instrument relating to any thereof, the Warrants absence of any action to enforce the same, any release of Pledgor or any agreement entered into in connection with other Credit Party, the foregoing, recovery of any judgment against Pledgor or any portion hereof other Credit Party, any action to enforce the same or thereof; any other circumstance which might otherwise constitute a legal or equitable discharge or defense of Pledgor; (b) any change in the timeoccurrence or condition whatsoever, manner including (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or place of payment or performance modification of, or in any change in, any of the obligations of Pledgor or any other term ofCredit Party contained in this Agreement, the Credit Agreement or any other Financing Document, (ii) any impairment, modification, release or limitation of the liability of Pledgor or any other Credit Party or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable bankruptcy law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by Pledgor, the Administrative Agent or any other Secured Party of any rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Secured Obligations, including all or any part of the Obligationsrights of Pledgor under this Agreement, (v) the extension of the time for payment by Pledgor or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants Credit Party or any other guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any Financing Document or of the time for performance by Pledgor or any other Credit Party of any other obligations under or arising out of any terms or provisions or the extension of the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement entered into or obligation of Pledgor or any other Credit Party set forth in connection with any Financing Document, (vii) the foregoingvoluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting Pledgor or any other Credit Party or any of their respective assets, or the disaffirmancy of this Agreement or any Financing Document in any such proceeding, (viii) the release or discharge of Pledgor or any other Credit Party from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of this Agreement or any Financing Document or (x) any other circumstance which might otherwise constitute a legal or equitable discharge of a surety or guarantor; or (c) any exchange, release or nonperfection non-perfection of any of the Intellectual Propertycollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property for, or any guaranty, or any other securityguarantee, for all or any of the Secured Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual Property; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

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

Security Interest Absolute. All rights of the Collateral Agent and the other Secured Party Parties and the pledges, assignments and security interests hereunder, and all Obligations obligations of the Company Grantors hereunder, shall be irrevocable, absolute and unconditionalunconditional irrespective of and each Grantor hereby irrevocably waives (to the maximum extent permitted by applicable law) any defenses it may now have or may hereafter acquire in any way relating to, irrespective of: any or all of the following: (a) any lack of validity or enforceability of this Agreementthe Senior Secured Note Indenture, the Senior Secured Notes, the Warrants other Secured Debt Documents or any other agreement entered into in connection with the foregoing, or any portion hereof or thereof; instrument relating thereto; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Senior Secured Note Indenture, the Senior Secured Notes, the Warrants other Secured Debt Documents or any other agreement entered into in connection with the foregoing; or instrument relating thereto; (c) any taking, exchange, surrender, release or nonperfection non-perfection of any of the Intellectual Property, or Liens on any release or amendment or waiver of or consent to departure from any other Intellectual Property for, or any guaranty, Collateral or any other security, collateral for all or any of the Secured Obligations; ; (d) any action by manner of application of any Collateral or any other collateral, or proceeds thereof, to all or any of the Secured Party to obtainObligations, adjust, settle and cancel or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Secured Obligations or any other assets of such Grantor (other than as provided in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual Property; or Collateral Trust Agreement); (e) any change, restructuring or termination of the corporate structure or existence of such Grantor; or (f) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the running Collateral Agent, the Senior Indenture Trustee, any Secured Party or any other Person, which might otherwise constitute a defense available to, or a discharge of, any Grantor in respect of the statute of limitations Secured Obligations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Security Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

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

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

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

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

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

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

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

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

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

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

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

Security Interest Absolute. All rights of the Secured Party Trustee and security interests hereunder, and all Obligations obligations of the Company Issuer hereunder, shall be absolute and unconditional, unconditional irrespective of: , and the Issuer hereby irrevocably waives any defenses it may now have or may hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement, any of the Notes, the Warrants Deal Documents or any other agreement entered into in connection with or instrument relating thereto (other than against the foregoing, or any portion hereof or thereof; Trustee); (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants Deal Documents or any other agreement entered into in connection with the foregoing; or instrument relating thereto; (c) any taking, exchange, surrender, release or nonperfection non-perfection of any of the Intellectual PropertyCollateral or any other collateral, or any release or amendment or waiver of or consent to any departure from any other Intellectual Property for, or any guaranty, or any other security, for all or any of the Secured Obligations; ; (d) any action by manner of application of any Collateral or any other collateral, or proceeds thereof, to all or any of the Secured Party to obtainObligations, adjust, settle and cancel or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Secured Obligations or any other obligations of the Issuer under or in its sole discretion respect of the Deal Documents or any insurance claims or matters made or arising in connection with other assets of the Intellectual Property; or Issuer; (e) any change, restructuring or termination of the corporate structure or existence of the Issuer; (f) the failure of any other Person to execute this Indenture or any other agreement or the release or reduction of liability of the Issuer or other grantor or surety with respect to the Secured Obligations; or (g) any other circumstance which (including any statute of limitations) or any existence of or reliance on any representation by the Trustee that might otherwise constitute any legal or equitable a defense available to the Companyto, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in fullof, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured herebyIssuer.

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

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

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

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

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

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

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

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

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

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

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