Section # Misdirected Payments; Setoffs.

SECTION #Setoffs; Sharing of Set-Offs; Application of Payments. ​

Section # Payments Generally; Pro Rata Treatment; Sharing of Setoffs.

Section # Waiver of Defenses; Absence of Fiduciary Duties

The following provisions shall survive any termination of this Agreement pursuant to this ‎Section 9.14: ‎Section 6.1 (Confidentiality); Use of Names) ‎Section 7.2 (Misdirected Payments; Setoffs), ‎Section 7.3 (Medexus Reports; Notices; Correspondence), ‎ARTICLE VIII (Indemnification) and ‎ARTICLE IX (Miscellaneous).

change any provision altering the order of or the pro rata sharing of payments or setoffs required thereby, including, without limitation, [Section 2.14(b) or (c)])] or [Section 9.02], without the written consent of each Lender directly affected thereby;

The Company, by signing this Agreement, hereby agrees and stipulates that it has no defenses, affirmative defenses, rights to offset, or counterclaims against the exercise of any of the rights or remedies of Noteholder under Note, the Amended Note, or the Purchase Agreement.

Represents and warrants that, as of the date hereof, there are no claims, defenses, offsets or counterclaims with respect to any of its obligations under the Loan Agreement, and to the extent any such claims, defenses, offsets or counterclaims have arisen, they are hereby waived.

Buyer Guarantor hereby unconditionally and irrevocably guarantees, as a principal and not as a surety, to Seller the prompt and full performance and payment of Buyer’s obligations under this Agreement (the “Buyer Obligations”), and Seller hereby agrees and acknowledges that Buyer Guarantor is a signatory to this Agreement solely for such purpose. Seller may seek remedies directly from Buyer Guarantor with respect to the Buyer Obligations without first exhausting its remedies against Buyer. The liability of Buyer Guarantor hereunder is, in all cases, subject to all defenses, setoffs and counterclaims available to Buyer with respect to performance or payment of the Buyer Obligations. Buyer Guarantor waives presentment, demand and any other notice with respect to any of the Buyer Obligations and any defenses that Buyer Guarantor may have with respect to any of the Buyer Obligations other than as set forth in the immediately preceding sentence. Notwithstanding anything to the contrary contained herein, the guarantee set forth in this Section 10.14 shall terminate and be of no further force or effect upon the earlier to occur of # the Closing and # termination of this Agreement pursuant to Section 9.01, except that the obligations of Buyer Guarantor shall terminate thirty (30) days following the termination of this Agreement pursuant to Section 9.01(d) (unless a Claim is made hereunder prior to the end of such thirty (30) day period, in which case the obligations pursuant to this Section 10.14 shall terminate upon the resolution of such Claim).

The Obligations of the ​ will be limited as necessary to recognize certain defenses generally available to ​ (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar Laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable Law.