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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company 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 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 (as defined in the Purchase Agreement) or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party Parties to obtain, adjust, settle and cancel in its their 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 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 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 obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

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

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

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 PHL_A #1954340 v1 security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyCollateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's ’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

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

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

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

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

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

Security Interest Absolute. All rights of the Secured Party 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 NotesNote, 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 Note or any other agreement entered into in connection with the foregoing; therewith, (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 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 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 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 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, except any notice required under the Transaction Documents. 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 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 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 Line of Credit Agreement or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants Line of Credit Agreement or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual PropertyCollateral, or any release or amendment or waiver of or consent to departure from any other Intellectual Property collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by 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 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 StatesStates or other country or political subdivision, 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 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 Secured Party Parties may hold at any time, or to marshal assets, or to pursue any other remedy. The Company Each Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

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

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 Company's Debtor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company Debtor waives all right to require the Secured Party Parties to proceed against any other person or to apply any Intellectual Property Collateral which the Secured Party Parties may hold at any time, or to marshal assets, or to pursue any other remedy. The Company Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.