Common use of Collateral Clause in Contracts

Collateral. Borrower has good title, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this Agreement. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual property, except for non-exclusive licenses granted to its customers in the ordinary course of business. Each patent that is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future.

Collateral. Borrower has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderhereunder or pursuant to the Debenture, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank Lender in connection herewith, or of which Borrower has given Bank Lender notice and taken such actions as are necessary to give Bank Lender a perfected security interest therein. To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate Certificate, or as otherwise permitted under this Agreementpursuant to Section 7.2. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual property, the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate (which shall be deemed updated to reflect information provided in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)). Each patent that Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to . To the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property Intellectual Property violates the rights of any third party except to the extent such claim could would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection CertificateCertificate or as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b), Borrower is not a party to, nor is it bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureRestricted License.

Collateral. Borrower (a) Each Loan Party has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other than . (b) Except for the deposit accounts with Bank, the deposit accounts, if any, Collateral Accounts described in the Perfection Certificate or in a notice timely delivered pursuant to Bank Section 6.6, no Loan Party has any Collateral Accounts at or with any bank, broker or other financial institution, and with respect to each Collateral Account located in connection herewiththe United States, or of which Borrower each Loan Party has given Bank notice and taken such actions as are necessary to give Bank Collateral Trustee or ISR Collateral Agent (as applicable) a perfected security interest thereintherein as required pursuant to the terms of Section 6.6(b). To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. (c) The Collateral is located only at the locations identified in the Perfection Certificate and any other locations as to which Loan Parties have complied with Section 6.12. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this Agreement. None disclosed in writing pursuant to Section 6.12. (d) Each Loan Party is the sole owner of the components of Intellectual Property which it owns or purports to own except for (i) licenses constituting “Permitted Transfers”, (ii) open-source software, (iii) over-the-counter software that is commercially available to the Collateral with a value in excess of One Hundred Fifty Thousand Dollars public, ($150,000.00iv) in the aggregate shall be maintained at locations other than as provided in material Intellectual Property licensed to such Loan Party and noted on the Perfection Certificate or as Borrower has given Bank notice disclosed pursuant to Section 7.26.7(b), and (v) immaterial Intellectual Property licensed to such Loan Party. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars Each Patent ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank patent applications) which it owns or purports to own and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual property, except for non-exclusive licenses granted to its customers in the ordinary course of business. Each patent that which is material to Borrowersuch Loan Party’s business is valid and enforceable, and no part of the intellectual property that Intellectual Property which a Loan Party owns or purports to own and which is material to Borrower’s the Loan Parties’ business has been judged invalid or unenforceable, in whole or in part, and to . To the best of Borrowereach Loan Party’s knowledge, no claim has been made that any part of the intellectual property Intellectual Property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Effect. Except as noted on the Perfection CertificateCertificate or as disclosed pursuant to Section 6.7(b), Borrower no Loan Party is not a party to, nor is it bound by, any Restricted License. No Subsidiary which is not a Loan Party owns any material license Intellectual Property. It will not be necessary to use any inventions of any of such Loan Party’s employees or consultants (or Persons it currently intends to hire) made prior to their employment by such Loan Party. Each current and prior employee, consultant or other Affiliate thereof has entered into an invention assignment agreement or similar agreement with such Loan Party with respect to which Borrower is the licensee (a) all intellectual property rights he or she owns that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available are related to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureLoan Parties’ business.

Collateral. Borrower has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the deposit accounts with Bank, the deposit accounts, if any, Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith, or of herewith and which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the terms of Section 6.8(b). To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral (other than Offsite Collateral) is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this AgreementCertificate. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00other than Offsite Collateral) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual property, the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each patent that Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to . To the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property Intellectual Property violates the rights of any third party except to the extent such claim could would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureRestricted License.

Collateral. Borrower (a) The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject to Permitted Liens). Each Loan Party has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇g▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower . (b) No Loan Party has no deposit accounts any Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except (i) for the deposit accounts with Bank, the deposit accounts, if any, Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith, or of herewith and (ii) for which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. To Borrower’s knowledge therein pursuant to the terms of Section 5.8(b) (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivablesother than the Excluded Accounts), the Accounts are bona fide, existing obligations of the Account Debtors. . (c) The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this Agreementpursuant to Section 6.2. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice permitted pursuant to Section 7.2. In 6.2. (d) Each Loan Party owns, or possesses the event right to use to the extent necessary in its business, all Intellectual Property, licenses and other intangible assets that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) are used in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner conduct of its intellectual propertybusiness as now operated, except for non-exclusive licenses granted to its customers in the ordinary course of business. Each patent that is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent that such claim could failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on such Loan Party’s business or operations, and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset of any other Person to the extent that such conflict would reasonably be expected to have a material adverse effect on such Loan Party’s business. Except as noted on the Perfection Certificate, business or operations. (e) Borrower is and its Subsidiaries are not a party to, nor is any of them bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureRestricted License.

Collateral. Borrower (a) The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. . (b) Borrower has no deposit accounts Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the deposit accounts with Bank, the deposit accounts, if any, Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith, or of herewith and which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the terms of Section 5.9(c). To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. . (c) The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this Agreementpursuant to Section 6.2. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars 6.2. ($150,000.00d) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. . (e) Borrower is the sole owner of its intellectual property, the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers customers, contract manufacturers, resellers and/or distributors in the ordinary course of business, and exclusive licenses that do not result in a legal transfer of title to the licensed property but may be exclusive in certain respects, including as to specific fields of use, (b) over-the-counter software that is commercially available to the public, and (c) Intellectual Property licensed to Borrower. Each patent that which it owns or purports to own and which is material to Borrower’s business is is, to its knowledge, valid and enforceable, and no part of the intellectual property that Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to the best . Borrower has no knowledge of Borrower’s knowledge, no claim has been made that any part infringement or violation by it of the intellectual property violates the rights of any third party except to and has no knowledge of any violation or infringement by a third party of any of its Intellectual Property. The Collateral and the extent such claim could not reasonably be expected to have a material adverse effect on Intellectual Property constitute substantially all of the assets and property of Borrower’s business. , and Borrower owns all Intellectual Property associated with the business of Borrower and Subsidiaries, free and clear of any liens other than Permitted Liens. (f) Except as noted on the Perfection CertificateCertificate or for which notice has been given to Bank pursuant to and in accordance with Section 5.11(b), Borrower is not a party to, nor is it bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureRestricted License.

Collateral. Borrower has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other than the deposit accounts with Bank, the Bank and deposit accounts, if any, accounts described in the Perfection Certificate delivered to Bank in connection herewith, herewith or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this AgreementCertificate. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice pursuant to Section 7.2Certificate. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificatebailee, then Borrower will first receive the written consent of Bank (which consent shall not be unreasonably withheld) and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable sole discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. To Borrower’s knowledge, Borrower is the sole owner of its intellectual property, except for non-exclusive licenses granted to its customers in the ordinary course of business. Each patent that is material to To Borrower’s business knowledge, each patent is valid and enforceable, enforceable and no part of the intellectual property that is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property Intellectual Property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s businessparty. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (x) all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreementagreement (such consent or authorization may include a licensor’s agreement to a contingent assignment of the license to Bank if Bank determines that is necessary in its good faith judgment), whether now existing or entered into in the future, and (y) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.

Collateral. Borrower has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the deposit accounts with Bank, the deposit accounts, if any, Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith, or of herewith and which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the terms of Section 6.8(c). To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this AgreementCertificate. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual property, the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each patent that Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to . To the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property Intellectual Property violates the rights of any third party except to the extent such claim could would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureRestricted License.

Collateral. Borrower has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the deposit accounts with Bank, the deposit accounts, if any, Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith, or of herewith and which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the terms of Section 6.8(b). To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this Agreementpursuant to Section 7.2. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual property, the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public and other non-material Intellectual Property licensed to Borrower, (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate, and (d) licenses for the use of the Intellectual Property of Borrower or any of its Subsidiaries entered into an arms-length basis between or among Borrower and Borrower’s Subsidiaries. Each patent that Patent which it owns or purports to own and which is material to Borrower’s business is is, to Borrower’s knowledge without investigation, valid and enforceable, and no part of the intellectual property that Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to . To the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property Intellectual Property violates the rights of any third party except to the extent such claim could would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection CertificateCertificate or as disclosed to Bank pursuant to Section 6.10(b), Borrower is not a party to, nor is it bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureRestricted License.

Collateral. Borrower has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the deposit accounts with Bank, the deposit accounts, if any, Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith, or of herewith and which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the terms of Section 6.6(b). To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this Agreementpursuant to Section 7.2. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of its intellectual property, the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (d) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate (as the same may be updated from time to time and delivered to Bank). Each patent that Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to . To the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property Intellectual Property violates the rights of any third party except to the extent such claim could would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection CertificateCertificate (as the same may be updated from time to time and delivered to Bank), Borrower is not a party to, nor is it bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureRestricted License.

Collateral. (a) Borrower has and each its Subsidiaries have good titletitle to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower has no deposit nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the deposit accounts with Bank, Collateral Accounts or the deposit other investment accounts, if any, described in the Perfection Certificate Certificates delivered to Bank Collateral Agent in connection herewithherewith (as the same may be updated from time to time, or provided that any such updates shall be in form and substance acceptable to Collateral Agent and each Lender, in its sole discretion) with respect of which Borrower or such Subsidiary has given Bank Collateral Agent notice and taken such actions as are necessary to give Bank Collateral Agent a perfected security interest thereintherein to the extent required hereunder. To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The . (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) except as otherwise provided no such third party bailee possesses components of the Collateral in the Perfection Certificate or as otherwise permitted under this Agreementexcess of Five Hundred Thousand Dollars ($500,000.00). None of the components of the Collateral with a book value in excess of One Five Hundred Fifty Thousand Dollars ($150,000.00500,000.00) in the aggregate shall be maintained at locations other than as provided disclosed in the Perfection Certificate Certificates on the Effective Date or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars 6.11. ($150,000.00c) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. . (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. (i) Each of Borrower’s and its intellectual property, except for non-exclusive licenses granted to its customers in the ordinary course of business. Each patent that Subsidiaries’ Patents and which is material to Borrower’s business is valid and enforceable, enforceable and no part of the intellectual property that is Borrower’s or its Subsidiaries’ Intellectual Property material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and (ii) to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property Intellectual Property or any practice by Borrower or its Subsidiaries violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Change. Except as noted on the Perfection CertificateCertificates, neither Borrower nor any of its Subsidiaries is not a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ai) that prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (bii) for which a default under or termination of could interfere with the BankCollateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Bank Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any such license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future.

Collateral. Borrower has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other than the deposit accounts with Bank, the Bank and deposit accounts, if any, accounts described in the Perfection Certificate delivered to Bank in connection herewith, herewith or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except (x) as otherwise provided in the Perfection Certificate and (y) Equipment or as otherwise permitted under this AgreementInventory in the possession of third party carriers in the ordinary course of business for delivery to Borrower or to customers of Borrower and its Subsidiaries. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in an amount in excess of One Two Hundred Fifty Thousand Dollars ($150,000.00250,000) in the aggregate at any time, to a bailee other than those listed on the Perfection Certificatebailee, then Borrower will first receive the written consent of Bank Bank, such consent not to be unreasonably withheld, and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable sole discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual property, except for non-exclusive (i) licenses granted to its customers and/or licensees in the ordinary course of business, and (ii) certain patents that are jointly owned by the Borrower and other third parties who have collaborated with the Borrower on technical development projects. Each As of the date hereof, each patent that is material to Borrower’s business is valid and enforceable, enforceable and no part of the intellectual property that is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s businessparty. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such material license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (x) all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreementagreement (such consent or authorization may include a licensor’s agreement to a contingent assignment of the license to Bank if Bank determines that is necessary in its good faith judgment), whether now existing or entered into in the future, and (y) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.

Collateral. (a) Borrower has and each its Subsidiaries have good titletitle to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower has no deposit nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the deposit accounts with Bank, Collateral Accounts or the deposit other investment accounts, if any, described in the Perfection Certificate Certificates delivered to Bank Collateral Agent in connection herewith, or herewith with respect of which Borrower or such Subsidiary has given Bank Collateral Agent notice and taken such actions as are necessary to give Bank Collateral Agent a perfected security interest thereintherein to the extent required under Section 6.6. To Borrower’s knowledge (provided, however, or such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables)Subsidiary’s knowledge, the Accounts are bona fide, existing obligations of the Account Debtors. The . (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) except as otherwise provided no such third party bailee possesses components of the Collateral in the Perfection Certificate or as otherwise permitted under this Agreementexcess of One Hundred Thousand Dollars ($100,000.00). None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided disclosed in the Perfection Certificate Certificates on the Effective Date or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars 6.11. ($150,000.00c) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. . (d) Borrower and each of its Subsidiaries is the sole owner of its intellectual propertythe Intellectual Property each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business. Each patent that is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s businessall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificates or as disclosed to Collateral Agent after the Effective Date pursuant to the following sentence, neither Borrower nor any of its Subsidiaries is not a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ai) that prohibits or otherwise restricts in a manner enforceable under applicable law Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (bii) for which a default under or termination of could interfere with the BankCollateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Bank Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any such license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall, and shall cause its Subsidiaries to, take such commercially reasonable steps as Bank Collateral Agent and any Lender requests to obtain the consent of, or waiver by, any person Person whose consent or waiver is necessary for (i) all such licenses or contract rights agreements with respect to which Borrower or any Subsidiary is the licensee to be deemed “Collateral” and for Bank Collateral Agent and each Lender to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (ii) Collateral Agent and each Lender shall have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Collateral Agent’s and such Lender’s rights and remedies under this Agreement and the other Loan Documents.

Collateral. Borrower (a) The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. . (b) Borrower has no deposit accounts Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the deposit accounts with Bank, the deposit accounts, if any, Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith, or of herewith and which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein, to the extent that perfection is required pursuant to the terms of Section 5.9(a). To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. . (c) The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this Agreementpursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars 6.2 ($150,000.00) other than laptops and other portable electronic items used in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent ordinary course of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. business). (d) All Inventory is in all material respects of good and marketable quality, free from material defects. . (e) Borrower is owns, or possesses the sole owner right to use to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its intellectual propertybusiness operations as now operated, except for non-exclusive licenses granted to its customers in the ordinary course of business. Each patent that is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent that such claim could failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business. business or operations, and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset of any other Person to the extent that such conflict could reasonably be expected to have a material adverse effect on Borrower’s business or operations. (f) Except as noted on the Perfection CertificateCertificate (as updated from time to time in accordance with this Agreement) or for which notice has been given to Bank pursuant to and in accordance with Section 5.11(b), Borrower is not a party to, nor is it bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureRestricted License.

Collateral. Borrower has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the deposit accounts with Bank, the deposit accounts, if any, Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith, or of herewith and which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the terms of Section 6.6(b). To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this AgreementCertificate. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual property, the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, and licenses of Intellectual Property that could not result in a legal transfer of title of the licensed property that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discrete geographical areas outside of the United States, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each patent that To the best of Borrower’s knowledge, each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to . To the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property Intellectual Property violates the rights of any third party except to the extent such claim could would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureRestricted License.

Collateral. (a) Borrower has and each of its Subsidiaries have good titletitle to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower has no deposit nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the deposit accounts with Bank, Collateral Accounts or the deposit other investment accounts, if any, described in the Perfection Certificate Certificates delivered to Bank Collateral Agent in connection herewith, or herewith with respect of which Borrower or such Subsidiary has given Bank Collateral Agent notice and taken such actions as are necessary to give Bank Collateral Agent a perfected security interest therein. To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The . (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) except as otherwise provided no such third party bailee possesses components of the Collateral in the Perfection Certificate or as otherwise permitted under this Agreementexcess of One Hundred Thousand Dollars ($100,000.00). None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided disclosed in the Perfection Certificate Certificates on the Effective Date or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars 6.10. ($150,000.00c) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. . (d) Borrower and each of its Subsidiaries is the sole (or, as noted on the Perfection Certificate as of the Effective Date, joint) owner of its intellectual propertythe Intellectual Property each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business. Each patent that is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s businessall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificates, neither Borrower nor any of its Subsidiaries is not a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ai) that prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (bii) for which a default under or termination of could interfere with the BankCollateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Bank Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any such license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future.

Collateral. Borrower has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the deposit accounts with Bank, the deposit accounts, if any, Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith, or of herewith and which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term of Section 6.6(b). To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate Certificate. Other than mobile Equipment in the possession of Borrower’s employees or as otherwise permitted under this Agreement. None agents, none of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual property, the Intellectual Property which it owns or purports to own except for non-exclusive (a) nonexclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each patent that Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to the best of . To Borrower’s knowledge, no claim has been made that any part of the intellectual property Intellectual Property violates the rights of any third party except to the extent such claim could would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureRestricted License.

Collateral. Each Borrower and Guarantor has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderCollateral, free and clear of any and all Liens Security Interests except Permitted LiensSecurity Interests. Borrower has no deposit accounts accounts, other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate and in respect of which a landlord’s or as otherwise permitted under this Agreementbailee’s consent or waiver has been obtained. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower Certificate. All Financed Equipment is new, except for such Financed Equipment that has given Bank notice pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value been disclosed in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory writing to Bank by Borrower as “used” and that Bank, in its reasonable sole discretion, has agreed to finance. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual propertythe Intellectual Property, except for non-exclusive licenses granted to its customers in the ordinary course of business. Each patent that is material to Borrower’s business Patent is valid and enforceable, enforceable (save for any patent applications) and no part of the intellectual property that is material to Borrower’s business Intellectual Property has been judged invalid or unenforceable, in whole or in part, and save as disclosed to Bank in the best of Borrower’s knowledgePerfection Certificate, no claim has been made that any part of the intellectual property Intellectual Property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s businessparty. Except as noted on disclosed in the Perfection Certificate, neither Borrower nor Guarantor is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureRestricted License.

Collateral. Borrower has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this AgreementCertificate. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual property, the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of businessbusiness and licenses permitted under Section 7.1(e), (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each patent that Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to . To the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property Intellectual Property violates the rights of any third party except to the extent such claim could would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureRestricted License.

Collateral. (a) Borrower has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than (i) the deposit accounts with Bank, the deposit accounts, if any, Collateral Accounts described in the Perfection Certificate delivered to Bank Agent in connection herewith, or of which Borrower has given Bank Agent notice and taken such actions as are necessary to give Bank Agent a perfected security interest therein. To Borrower’s knowledge therein and (provided, however, such knowledge qualifier shall not apply ii) the Excluded Accounts described in the Perfection Certificate delivered to Eligible Accounts which are Financed Receivables), the Accounts are bona fide, existing obligations of the Account Debtors. Agent in connection herewith. (b) The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this AgreementCertificate. None of the components of the Collateral (other than consigned inventory held with a Borrower’s customers) with an aggregate value in excess of One Hundred Fifty Thousand Dollars ($150,000.00100,000) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate (as may be updated from time to time with the written consent of Agent) or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars . ($150,000.00c) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual property, the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course Ordinary Course of businessBusiness, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each patent that is material Patent which it owns or purports to Borrower’s business own and which constitutes Core Intellectual Property is valid and enforceable, and no part of the intellectual property that Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. Except for claims made in the Palomar Litigation, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property Intellectual Property violates the rights of any third party except to the extent such claim could would not reasonably be expected to have a material adverse effect on Borrower’s business. Material Adverse Change. (d) Except as noted on the Perfection CertificateCertificate and any license entered into in connection with the resolution of the litigation, whether by settlement, judgment or otherwise directly relating to the Palomar Litigation, Borrower is not a party to, nor is it bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureRestricted License.

Collateral. Except as noted on the Perfection Certificate, Borrower has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the deposit accounts with Bank, the deposit accounts, if any, Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith, or of herewith and which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term of Section 6.6(b). To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this AgreementCertificate. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual property, the Intellectual Property which it owns or purports to own except for non(a) licenses permitted by Section 7.1 hereof; (b) over-exclusive licenses granted the-counter software that is commercially available to its customers in the ordinary course of businesspublic, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each patent that Patent which Borrower owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to . To the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property Intellectual Property violates the rights of any third party except to the extent such claim could would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureRestricted License.

Collateral. Borrower has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. All Inventory is in all material respects of good and marketable quality, free from material defects. All Financed Equipment is new, except for such Financed Equipment that has been disclosed in writing to Bank by Borrower as “used” and that Bank, in its sole discretion, has agreed to finance. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this AgreementCertificate. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store with, or otherwise deliver to, a bailee any portion of the Collateral with having a value balue in excess of One Hundred Fifty Thousand Dollars ($150,000.0050,000.00) in any location and not to exceed One Hundred Thousand Dollars ($100,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificatefor all locations, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable sole discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual property, except for non-exclusive licenses granted to its customers in the ordinary course of business. Each patent that is material to of Borrower’s business patents is valid and enforceable, and no part of the Borrower’s intellectual property that is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the Borrower’s intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future.

Collateral. (a) Borrower has and each its Subsidiaries have good titletitle to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower has no deposit nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the deposit accounts with Bank, Collateral Accounts or the deposit other investment accounts, if any, described in the Perfection Certificate Certificates delivered to Bank Collateral Agent in connection herewith, or herewith with respect of which Borrower or such Subsidiary has given Bank Collateral Agent notice and taken such actions as are necessary to give Bank Collateral Agent a perfected security interest therein. To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The . (b) On the Effective Date, and except as disclosed on the Perfection Certificate, none of the Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided where the book value of such Collateral in the Perfection Certificate or as otherwise permitted under this Agreementpossession of any bailee is in excess of One Hundred Thousand Dollars ($100,000.00). None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided disclosed in the Perfection Certificate Certificates on the Effective Date or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars 6.11. ($150,000.00c) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Eligible Domestic Inventory is in all material respects of good and marketable quality, free from material defects. . (d) Borrower and each of its Subsidiaries is the sole owner of its intellectual propertythe Intellectual Property each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business. Each patent that is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s businessall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificates, neither Borrower nor any of its Subsidiaries is not a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ai) that prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (bii) for which a default under or termination of could interfere with the BankCollateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Bank Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any such license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall, and shall cause its Subsidiaries to, take such commercially reasonable steps as Bank Collateral Agent and any Lender requests to obtain the consent of, or waiver by, any person Person whose consent or waiver is necessary for (i) all such licenses or contract rights agreements with respect to which Borrower or any Subsidiary is the licensee to be deemed “Collateral” and for Bank Collateral Agent and each Lender to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (ii) Collateral Agent and each Lender shall have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Collateral Agent’s and such Lender’s rights and remedies under this Agreement and the other Loan Documents.

Collateral. (a) Borrower has and each of its Subsidiaries have good titletitle to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇g▇▇▇▇ ▇ ▇▇▇▇ hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower has no deposit nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the deposit accounts with Bank, Collateral Accounts or the deposit other investment accounts, if any, described in the Perfection Certificate Certificates delivered to Bank Collateral Agent in connection herewith, or herewith with respect of which Borrower or such Subsidiary has given Bank Collateral Agent notice and taken such actions as are necessary to give Bank Collateral Agent a perfected security interest therein. To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The . (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) except as otherwise provided no such third party bailee possesses components of the Collateral in the Perfection Certificate or as otherwise permitted under this Agreementexcess of One Hundred Thousand Dollars ($100,000.00). None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided disclosed in the Perfection Certificate Certificates on the Effective Date or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars 6.11. ($150,000.00c) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. . (d) Borrower and each of its Subsidiaries is the sole owner of its intellectual propertythe Intellectual Property each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business. Each patent that is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s businessall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificates, neither Borrower nor any of its Subsidiaries is not a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ai) that prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (bii) for which a default under or termination of could interfere with the BankCollateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Bank Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any such license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter over‑the‑counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future.

Collateral. Borrower has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts Collateral Accounts at or with any bank or financial institution other than with SVB or SVB’s Affiliates except for the deposit accounts with Bank, the deposit accounts, if any, Collateral Accounts described in the Perfection Certificate delivered to Bank Agent in connection herewith, or of herewith and which Borrower has given Bank Agent notice and taken such actions as are necessary to give Bank Agent, for the ratable benefit of the Lenders, a perfected security interest therein, pursuant to the term of Section 6.8(b). To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this AgreementCertificate. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) other than mobile equipment such as laptop computers in the aggregate shall be possession of Borrower’s employees or agents) are currently being maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual property, the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each patent that Patent which it owns or purports to own and which “CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.” is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to . To the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property Intellectual Property violates the rights of any third party except to the extent such claim could would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureRestricted License.

Collateral. Borrower has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. To Borrower’s knowledge therein (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), with the Accounts are bona fide, existing obligations exception of the Account DebtorsHRP Account). The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this AgreementCertificate. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificatebailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable sole discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual property, except for non-exclusive licenses granted to its customers in the ordinary course of business. Each patent that is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement which is reasonably likely to have a material impact on Borrower’s business or financial condition (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreementagreement (such consent or authorization may include a licensor’s agreement to a contingent assignment of the license to Bank if Bank determines that is necessary in its good faith judgment), whether now existing or entered into in the future.

Collateral. (a) Borrower has and each of its Subsidiaries have good titletitle to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower has no deposit nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the deposit accounts with Bank, Collateral Accounts or the deposit other investment accounts, if any, described in the Perfection Certificate Certificates delivered to Bank Collateral Agent in connection herewith, or herewith with respect of which Borrower or such Subsidiary has given Bank Collateral Agent notice and taken such actions as are necessary to give Bank Collateral Agent a perfected security interest thereintherein as required by Section 6.6. To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The . (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) except as otherwise provided no such third party bailee possesses components of the Collateral in the Perfection Certificate or as otherwise permitted under this Agreementexcess of One Hundred Thousand Dollars ($100,000.00). None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided disclosed in the Perfection Certificate Certificates on the Effective Date or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars 6.11. ($150,000.00c) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. . (d) Borrower and each of its Subsidiaries is the sole owner of its intellectual propertythe Intellectual Property each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business. Each patent that is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s businessall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificates, neither Borrower nor any of its Subsidiaries is not a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ai) that prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (bii) for which a default under or termination of could interfere with the BankCollateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Bank Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any such license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future.

Collateral. Borrower has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the deposit accounts with Bank, the deposit accounts, if any, Collateral Accounts described in the Perfection Certificate (as the same may be updated from time to time) delivered to Bank in connection herewith, or of herewith and which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the terms of Section 6.6(b). To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this AgreementCertificate. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual property, the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of businessbusiness and licenses that could not result in a legal transfer of title of the licensed property but that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discrete geographical areas outside of the United States, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate (as the same may be updated from time to time pursuant to Section 6.8(b)). Each patent that Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to . To the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property Intellectual Property violates the rights of any third party except to the extent such claim could would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection CertificateCertificate (as the same may be updated from time to time pursuant to Section 6.8(b)), Borrower is not a party to, nor is it bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureRestricted License.

Collateral. (a) Borrower has and each of its Subsidiaries have good titletitle to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower has no deposit nor any of its Subsidiaries that are co-borrowers or Guarantors have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the deposit accounts with Bank, Collateral Accounts or the deposit other investment accounts, if any, described in the Perfection Certificate Certificates delivered to Bank Collateral Agent in connection herewith, herewith or of which Borrower or such Subsidiary that is a co-borrower or Guarantor has given Bank Collateral Agent notice in accordance with Section 6.6 and taken such actions as are necessary to give Bank Collateral Agent a perfected security interest therein. To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The . (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) except as otherwise provided no such third party bailee possesses components of the Collateral in the Perfection Certificate or as otherwise permitted under this Agreementexcess of One Hundred Thousand Dollars ($100,000.00) in book value. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided disclosed in the Perfection Certificate Certificates on the Effective Date or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars 6.11. ($150,000.00c) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable qualityquality (it being understood that the marketability of Inventory is subject to regulatory approvals), free from material defects. . (d) Borrower and each of its Subsidiaries is the sole owner of its intellectual propertythe Intellectual Property each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business. Each patent that is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s businessall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificates or as notified in writing to Collateral Agent, neither Borrower nor any of its Subsidiaries is not a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ai) that prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (bii) for which a default under or termination of could interfere with the BankCollateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Bank Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any such license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future.

Collateral. Borrower has good title, has rights in, and title to the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderCollateral, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts account other than the deposit accounts with Bank, the Bank and deposit accounts, if any, accounts described in the Perfection Certificate delivered to Bank in connection herewith, herewith or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply pursuant to Eligible Accounts which are Financed Receivables), the Accounts are bona fide, existing obligations of the Account Debtorsdocumentation reasonably acceptable to Bank. The Collateral is not in the possession of any third party bailee (such as a warehouse) except other than OneSource Distributors (from whom the Bank is not requiring a written acknowledgment that it is holding Collateral for the benefit of Bank). Except as otherwise provided hereafter disclosed to Bank in the Perfection Certificate or as otherwise permitted under this Agreement. None writing by Borrower, none of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice pursuant to Section 7.2Certificate. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificatebailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver acknowledge in writing that the bailee is holding such Collateral for the benefit of Bank. For the purposes hereof, xChange Point sites do not constitute a bailee agreement in form and substance satisfactory to Bank in its reasonable discretionbailee. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual propertyIntellectual Property, except for non-exclusive licenses granted to its customers in the ordinary course of business. Each patent that is material to Borrower’s business is valid and enforceable, enforceable and no part of the intellectual property that is material to Borrower’s business Intellectual Property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property Intellectual Property violates the rights of any third party except to the extent such claim could not reasonably be expected to have cause a material adverse effect on Borrower’s businessMaterial Adverse Change. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) thirty days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (x) all such licenses or contract rights agreements to be deemed “Collateral” and for Bank to have a security interest in it the same that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (y) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.

Collateral. Borrower has good titletitle to, has rights in, and the power to transfer transfer, each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. All Inventory is in all material respects of good and marketable quality, free from material defects. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this AgreementCertificate. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be are currently being maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion 7.2 of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defectsthis Agreement. Borrower is the sole owner of its intellectual property, the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) other Intellectual Property licensed to Borrower. Each patent that Patent which it owns or purports to own and which is material to Borrower’s business is is, to the best of Borrower’s knowledge, valid and enforceable, and no part of the intellectual property that Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to . To the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property Intellectual Property violates the rights of any third party except to the extent such claim could would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureRestricted License.

Collateral. (a) Borrower has and each its Subsidiaries have good titletitle to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower has no deposit nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the deposit accounts with Bank, Collateral Accounts or the deposit other investment accounts, if any, described in the Perfection Certificate Certificates delivered to Bank Collateral Agent in connection herewith, or herewith with respect of which Borrower or such Subsidiary has given Bank Collateral Agent notice and taken such actions as are necessary to give Bank Collateral Agent a perfected security interest therein. To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The . (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) except as otherwise provided no such third party bailee possesses components of the Collateral in the Perfection Certificate or as otherwise permitted under this Agreementexcess of One Hundred Thousand Dollars ($100,000.00). None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided disclosed in the Perfection Certificate Certificates on the Effective Date or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars 6.11. ($150,000.00c) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. . (d) Borrower and each of its Subsidiaries is the sole owner of its intellectual propertythe Intellectual Property each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business. Each patent that is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s businessall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificates, neither Borrower nor any of its Subsidiaries is not a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ai) that prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (bii) for which a default under or termination of could interfere with the BankCollateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Bank Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any such license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future.

Collateral. Borrower Each Credit Party has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. Borrower No Credit Party has no deposit accounts Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the deposit accounts with Bank, the deposit accounts, if any, Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewithherewith or as such Credit Party has otherwise notified Bank pursuant to Section 6.6(b), or of in each case for which Borrower has given Bank notice and the Credit Parties have taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term of Section 6.6. To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this Agreementand except for Collateral valued in the aggregate for all locations at less than Four Hundred Fifty Thousand Dollars ($450,000.00) at any time. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice permitted pursuant to Section 7.2. In 7.2 or Collateral consisting of computer equipment which by its nature is intended to be maintained at locations other than Borrower’s principal places of business in the event that Borrower, after the date hereof, intends ordinary course of business in an aggregate amount for all such locations not to store or otherwise deliver any portion of the Collateral with a value in excess of exceed One Hundred Fifty Thousand Million Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion1,000,000.00). All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower Each Credit Party is the sole owner of its intellectual property, the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to a Credit Party and noted on the Perfection Certificate. Each patent that Patent which a Credit Party owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that Intellectual Property which a Credit Party owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to . To the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property Intellectual Property violates the rights of any third party except to the extent such claim could would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower no Credit Party is not a party to, nor is it bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureRestricted License.

Collateral. (a) Borrower has and each its Subsidiaries have good titletitle to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower has no deposit nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the deposit accounts with Bank, Collateral Accounts or the deposit other investment accounts, if any, described in the Perfection Certificate Certificates delivered to Bank Collateral Agent in connection herewith, or herewith with respect of which Borrower or such Subsidiary has given Bank Collateral Agent notice and taken such actions as are necessary to give Bank Collateral Agent a perfected security interest thereintherein to the extent required under Section 6.6. To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The . (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) except as otherwise provided no such third party bailee possesses components of the Collateral in the Perfection Certificate or as otherwise permitted under this Agreementexcess of Two Hundred Fifty Thousand Dollars ($250,000.00). None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided disclosed in the Perfection Certificate Certificates on the Effective Date or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars 6.11. ($150,000.00c) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. . (d) Borrower and each of its Subsidiaries is the sole owner of its intellectual propertythe Intellectual Property each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business. Each patent that is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s businessall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificates, neither Borrower nor any of its Subsidiaries is not a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ai) that prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (bii) for which a default under thereunder or termination of thereof could interfere with the BankCollateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Bank Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any such license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future.

Collateral. (a) Borrower has and each its Subsidiaries have good titletitle to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower has no deposit nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the deposit accounts with Bank, Collateral Accounts or the deposit other investment accounts, if any, described in the Perfection Certificate Certificates delivered to Bank Collateral Agent in connection herewith, or herewith with respect of which Borrower or such Subsidiary has given Bank Collateral Agent notice and taken such actions as are necessary to give Bank Collateral Agent a perfected security interest therein. To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The . (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) except as otherwise provided no such third party bailee possesses components of the Collateral in the Perfection Certificate or as otherwise permitted under this Agreementexcess of One Hundred Thousand Dollars ($100,000.00). None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided disclosed in the Perfection Certificate Certificates on the Effective Date or as Borrower has given Bank notice permitted pursuant to Section 7.2. In 6.11 (other than movable items of personal property including laptop computers and telephonic devices used and moved in the event that Borrowerordinary course of business, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a having an aggregate book value in excess of not exceeding One Hundred Fifty Thousand Dollars ($150,000.00100,000.00)). (c) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. . (d) Borrower and each of its Subsidiaries is the sole owner of its intellectual propertythe Intellectual Property each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business. Each patent that is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s businessall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificates, neither Borrower nor any of its Subsidiaries is not a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ai) that prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (bii) for which a default under or termination of could interfere with the BankCollateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Bank Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any such license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future.

Collateral. Borrower (a) The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. . (b) Borrower has no deposit accounts Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the deposit accounts with Bank, the deposit accounts, if any, Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith, or of herewith and which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein, to the extent that perfection is required pursuant to the terms of Section 5.9(c). To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. . (c) The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this Agreementpursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars 6.2 ($150,000.00) other than laptops and other portable electronic items used in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent ordinary course of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. business). (d) All Inventory is in all material respects of good and marketable quality, free from material defects. . (e) Borrower is owns, or possesses the sole owner right to use to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its intellectual propertybusiness operations as now operated, except for non-exclusive licenses granted to its customers in the ordinary course of business. Each patent that is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent that such claim could failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on business or operations, and no such asset, to the Perfection Certificatebest knowledge of Borrower, Borrower is not a party toconflicts with the valid Intellectual Property, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other propertylicense, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent intangible asset of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future.

Collateral. Borrower has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇g▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this AgreementCertificate. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual property, the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each patent that To the best of Borrower’s knowledge, each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to . To the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property Intellectual Property violates the rights of any third party except to the extent such claim could would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureRestricted License.

Collateral. Borrower has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the deposit accounts with Bank, the deposit accounts, if any, Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith, herewith or of disclosed to Bank pursuant to Section 6.7(b).and which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to and to the extent required by the terms of Section 6.7(b). To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this Agreementpursuant to Section 7.2. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that All Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All ’s Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual property, the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public and other non-material Intellectual Property licensed to Borrower, (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate or as otherwise disclosed to Bank and (d) licenses of Intellectual Property that could not result in a legal transfer of title of the licensed property that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discreet geographical areas outside of the United States. Each patent that To Borrower’s knowledge, each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to the best of . To Borrower’s knowledge, no claim has been made in writing that any part of the intellectual property Intellectual Property owned by Borrower violates the rights of any third party except to the extent such claim could would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureRestricted License.

Collateral. Borrower has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this AgreementCertificate. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice permitted pursuant to Section 7.2. In Borrower shall at all times during the event that term of this Agreement maintain at least two-thirds of its Inventory (based upon the fair market value of all Inventory) at Borrower’s ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, after the date hereof▇▇▇▇▇▇▇, intends to store or otherwise deliver any portion ▇▇▇▇▇▇▇▇▇▇▇▇▇ location and at other locations of the Collateral with Borrower for which Bank has received a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement landlord’s waiver in form and substance reasonably satisfactory to Bank in its reasonable discretionBank. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is Axcelis Technologies, Inc. and Axcelis Technologies CCS Corporation, either individually or jointly, are the sole owner owners of its the intellectual propertyproperty which Borrower owns or purports to own, including, without limitation, the intellectual property set forth on the Perfection Certificate, except for non-exclusive licenses granted to its customers in the ordinary course of business. Each patent that is material which Borrower owns or purports to Borrower’s business own is valid and enforceable, enforceable and no part of the intellectual property that is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s businessparty. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureRestricted License.

Collateral. Borrower has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the deposit accounts with Bank, the deposit accounts, if any, Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith, or of herewith and which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term of Section 6.6(b). To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this Agreementand except for Collateral valued at less than One Hundred Fifty Thousand Dollars ($150,000) at any time. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice permitted pursuant to Section 7.27.2 or Collateral which by its very nature is intended to be maintained at locations other than the Borrower’s places of business. In Borrower is the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion sole owner of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars Intellectual Property that it owns or purports to own except for ($150,000.00a) non-exclusive licenses granted to its customers in the aggregate ordinary course of business, (b) over-the-counter software that is commercially available to a bailee other than those listed the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent that it owns or purports to own and which is material to Borrower’s business is valid and enforceable, then and no part of the Intellectual Property which Borrower will first receive owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the written consent best of Bank and Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such bailee must execute and deliver claim would not reasonably be expected to have a bailee agreement in form and substance satisfactory to Bank in its reasonable discretionmaterial adverse effect on Borrower’s business. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual property, except for non-exclusive licenses granted to its customers in the ordinary course of business. Each patent that is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureRestricted License.

Collateral. Borrower has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇g▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the deposit accounts with Bank, the deposit accounts, if any, Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith, or of herewith and which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the terms of Section 6.6(b). To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this AgreementCertificate. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual property, the Intellectual Property which it owns or purports to own except for non-(a) non exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each patent that Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to . To the best of Borrower’s ’ s knowledge, no claim has been made that any part of the intellectual property Intellectual Property violates the rights of any third party except to the extent such claim could would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureRestricted License.

Collateral. (a) The provisions of this Agreement and the other Loan Documents are effective to create in favor of Agent a valid and enforceable security interest or other Lien in all right, title, and interest of each Loan Party which is a party hereto or thereto (as applicable) in, to and upon the collateral the subject thereof, and, upon the filing of appropriate UCC financing statements in the jurisdictions listed on the Due Diligence Certificate, such security interest will be a duly perfected and first priority security interest in all the collateral with respect to which a security interest may be perfected by filing a UCC financing statement in such jurisdiction, subject to no Liens other than Permitted Liens. (b) Borrower and each of the Loan Parties has good titletitle to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower has no deposit nor any of its Domestic Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the deposit accounts with Bank, Collateral Accounts or the deposit other investment accounts, if any, described in the Perfection Certificate Certificates delivered to Bank Agent in connection herewith, or herewith with respect of which Borrower or the applicable Loan Party has given Bank Agent notice and taken such actions as are necessary to give Bank Agent a perfected security interest therein. To Borrower’s knowledge (providedThe Accounts receivable are, howeverand/or when arising will be, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the Accounts are bona fide, existing obligations of the Account Debtors. The . (c) On the Effective Date, the Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided disclosed in the Perfection Certificate or Certificate, and, as otherwise permitted under this Agreementof the Effective Date, no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000). None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided disclosed in the Perfection Certificate Certificates on the Effective Date or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars 6.11. ($150,000.00d) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. . (e) Borrower and each of the Loan Parties is the sole owner of its intellectual propertythe Intellectual Property each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course of business. Each patent that is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s businessother licenses permitted under Section 7.1. Except as noted on the Perfection CertificateCertificates as of the Effective Date, neither Borrower nor any of the Loan Parties is not a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Loan Party is the licensee (ai) that prohibits or otherwise restricts Borrower or such Loan Party from granting a security interest in Borrower’s or such Loan Parties’ interest in such material license or material agreement or any other property, or (bii) for which a default under or termination of which could materially interfere with the BankAgent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Bank Agent and each Lender, no less frequently than quarterly, within ten thirty (1030) days after the end of each quarter, of Borrower or any of Loan Party entering into or becoming bound by any such material, inbound license or similar material agreement regarding Intellectual Property (other than over-the-counter software that is commercially available to the public). Borrower shall, and shall take such steps as Bank requests cause each Loan Party to, use commercially reasonable efforts to obtain exclude from the consent of, or waiver by, any person whose consent or waiver is necessary for all terms of such licenses or contract agreements (other than over-the-counter software that is commercially available to the public) entered into after the Effective Date any provisions therein that would restrict or prohibit such licenses or agreement, or rights thereunder, from becoming subject to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms favor of any such license or agreement, whether now existing or entered into in the futureAgent.

Collateral. (a) Borrower has and each its Subsidiaries have good titletitle to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower has no deposit nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the deposit accounts with Bank, Collateral Accounts or the deposit other investment accounts, if any, described in the Perfection Certificate Certificates delivered to Bank Collateral Agent in connection herewith, or herewith with respect of which Borrower or such Subsidiary has given Bank Collateral Agent notice and taken such actions as are necessary to give Bank Collateral Agent a perfected security interest therein. To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The . (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) except as otherwise provided no such third party bailee possesses components of the Collateral in the Perfection Certificate or as otherwise permitted under this Agreementexcess of Fifty Thousand Dollars ($50,000.00). None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided disclosed in the Perfection Certificate Certificates on the Effective Date or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars 6.11. ($150,000.00c) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. . (d) Borrower and each of its Subsidiaries is the sole owner of its intellectual propertythe Intellectual Property each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business. all Liens other than Permitted Liens. (i) Each patent that is material to of Borrower’s business and its Subsidiaries’ Patents is valid and enforceable, enforceable and no part of the intellectual property that is material to Borrower’s business or its Subsidiaries’ Intellectual Property has been judged invalid or unenforceable, in whole or in part, and (ii) to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property Intellectual Property or any practice by Borrower or its Subsidiaries violates the rights of any third party except to the extent such claim could not reasonably be expected to have result in a material adverse effect on Borrower’s businessMaterial Adverse Change. Except as noted on the Perfection CertificateCertificates, neither Borrower nor any of its Subsidiaries is not a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ai) that prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other material property, or (bii) for which a default under or termination of could interfere with the BankCollateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Bank Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any such license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall, and shall cause its Subsidiaries to, take such commercially reasonable steps as Bank Collateral Agent and any Lender requests to obtain the consent of, or waiver by, any person Person whose consent or waiver is necessary for (i) all such licenses or contract rights agreements with respect to which Borrower or any Subsidiary is the licensee to be deemed “Collateral” and for Bank Collateral Agent and each Lender to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (ii) Collateral Agent and each Lender shall have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Collateral Agent’s and such Lender’s rights and remedies under this Agreement and the other Loan Documents.

Collateral. Borrower has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the deposit accounts with Bank, the deposit accounts, if any, Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith, or of herewith and which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the terms of Section 6.6(b). To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral with an aggregate value in excess of Five Hundred Thousand Dollars ($500,000) is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this AgreementCertificate. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event All Inventory that Borrower, after the date hereof, intends is to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) be sold in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent ordinary course of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory business is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual property, the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each patent that Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to . To the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property Intellectual Property violates the rights of any third party except to the extent such claim could would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureRestricted License.

Collateral. Borrower has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the deposit accounts with Bank, the deposit accounts, if any, Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith, or of herewith and which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term of Section 6.8(b). To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this AgreementCertificate. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) other than mobile equipment such as laptop computers and mobile phones in the aggregate possession of Borrower’s employees or agents) shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual property, the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each patent that Patent which it owns or purports to own and which is material to Borrower’s business is valid valid, and to Borrower’s knowledge, and enforceable, and no part of the intellectual property that Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to the best of . To Borrower’s knowledge, except as noted in the Perfection Certificate, no claim has been made that any part of the intellectual property Intellectual Property violates the rights of any third party except to the extent such claim could would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureRestricted License.

Collateral. (a) Borrower has and each its Subsidiaries have good titletitle to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇g▇▇▇▇ ▇ ▇▇▇▇ hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower has no deposit nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the deposit accounts with Bank, Collateral Accounts or the deposit other investment accounts, if any, described in the Perfection Certificate Certificates delivered to Bank Collateral Agent in connection herewith, or herewith with respect of which Borrower or such Subsidiary has given Bank Collateral Agent notice and taken such actions as are necessary to give Bank Collateral Agent a perfected security interest thereintherein other than with respect to Excluded Accounts. To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The . (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) except as otherwise provided no such third party bailee possesses components of the Collateral in the Perfection Certificate or as otherwise permitted under this Agreementexcess of One Hundred Thousand Dollars ($100,000.00). None of the components of the Collateral with (other than locations where Collateral is held solely for, or in transition to or from, a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00clinical study for research and development purposes) in the aggregate shall be are maintained at locations other than as provided disclosed in the Perfection Certificate Certificates on the Effective Date or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars 6.11. ($150,000.00c) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. . (d) Borrower and each of its Subsidiaries is the sole owner of its intellectual propertythe Intellectual Property each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business. Each patent that is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s businessall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificates, neither Borrower nor any of its Subsidiaries is not a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ai) that prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (bii) for which a default under or termination of could interfere with the BankCollateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Bank Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any such license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future.

Collateral. Borrower has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest thereintherein (and upon delivery of such notice the Perfection Certificate will be deemed to be updated with the information contained in such notice). To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate Certificate, or as otherwise permitted under this Agreementpursuant to Section 7.2. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual property, the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate (which shall be deemed updated to reflect information provided in any notice delivered by Borrower to Bank pursuant to Section 6.7(b)). Each patent that Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to . To the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property Intellectual Property violates the rights of any third party except to the extent such claim could would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection CertificateCertificate or the Schedule or as contained in any notice delivered by Borrower to Bank pursuant to Section 6.7(b), Borrower is not a party to, nor is it bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureRestricted License.

Collateral. Borrower (a) The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. . (b) Borrower has no deposit accounts Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for (i) the deposit accounts with Bank, the deposit accounts, if any, Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewithherewith and (ii) the Collateral Accounts permitted to be maintained in accordance with Section 5.9(c), or in the case of each of (i) and (ii), with respect to which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. To Borrower’s knowledge (provided, howeverpursuant to, such knowledge qualifier shall not apply and to Eligible Accounts which are Financed Receivables)the extent required by, the terms of Section 5.9(c). The Accounts are bona fide, existing obligations of the Account Debtors. The . (c) Except for Collateral with an aggregate value not to exceed $500,000.00, the Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under pursuant to Section 6.2 of this Agreement. None Except for components with an aggregate value not to exceed $500,000.00, none of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars 6.2. ($150,000.00d) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. . (e) Borrower is owns, or possesses the sole owner right to use to the extent necessary in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its intellectual propertybusiness as now operated, except for non-exclusive licenses granted to its customers in the ordinary course of business. Each patent that is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent that such claim could failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business. business or operations, and no such asset, to the best knowledge of Borrower, infringes upon the valid Intellectual Property, license, or intangible asset of any other Person to the extent that such infringement could reasonably be expected to have a material adverse effect on Borrower’s business or operations. (f) Except as noted on the Perfection CertificateCertificate or for which notice has been given to Bank pursuant to and in accordance with Section 5.11(c), Borrower is not a party to, nor is it bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureRestricted License.

Collateral. Borrower has good titletitle to, has rights in, and the power to transfer transfer, each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this AgreementCertificate. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be are currently being maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion 7.2 of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defectsthis Agreement. Borrower is the sole owner of its intellectual property, the Intellectual Property which it owns or purports to own except for non-exclusive (a) licenses granted to its customers or contract manufacturers in the ordinary course of businessbusiness or such other licenses as are permitted hereunder, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each patent that Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to . To the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property Intellectual Property violates the rights of any third party except to the extent such claim could would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureRestricted License.

Collateral. Borrower has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates, except for the deposit accounts with Bank, the deposit accounts, if any, Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith, or of herewith and which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. To therein pursuant to the terms of Section 6.6(b) and except for deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply employees and identified to Eligible Accounts which are Financed Receivables), the Bank by Borrower as such. The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate and except for Inventory that may be held by clinical research organizations, clinical sites or as otherwise permitted under this Agreementother third parties in the ordinary course of business. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual property, the Intellectual Property which it owns or purports to own except for non-exclusive (a) licenses granted to its customers customers, partners or collaborators in the ordinary course of business. Each patent , (b) over-the-counter software that is material commercially available to Borrower’s business is valid and enforceablethe public, and no (c) Intellectual Property licensed to Borrower or jointly owned by Borrower under its collaboration or license agreements with its customers. No part of the intellectual property that Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to . To the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property Intellectual Property that is material to Borrower’s business violates the rights of any third party except to the extent such claim could would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future.

Collateral. (a) Borrower has and each of its Subsidiaries have good titletitle to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower has no deposit nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the deposit accounts with Bank, Collateral Accounts or the deposit other investment accounts, if any, described in the Perfection Certificate Certificates delivered to Bank Collateral Agent in connection herewith, or herewith with respect of which Borrower or such Subsidiary has given Bank Collateral Agent notice and taken such actions as are necessary to give Bank Collateral Agent a perfected security interest therein. To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The . (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) except as otherwise provided no such third party bailee possesses components of the Collateral in the Perfection Certificate or as otherwise permitted under this Agreementexcess of One Hundred Thousand Dollars ($100,000.00). None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided disclosed in the Perfection Certificate Certificates on the Effective Date or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars 6.11. ($150,000.00c) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. . (d) Borrower and each of its Subsidiaries is the sole owner of its intellectual propertythe Intellectual Property each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business. Each patent that is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s businessall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificates, neither Borrower nor any of its Subsidiaries is not a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ai) that prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (bii) for which a default under or termination of could interfere with the BankCollateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Bank Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any such material license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall, and shall cause its Subsidiaries to, take such commercially reasonable steps as Bank Collateral Agent and any Lender requests to obtain the consent of, or waiver by, any person Person whose consent or waiver is necessary for (i) all such material licenses or contract rights agreements with respect to which Borrower or any Subsidiary is the licensee to be deemed “Collateral” and for Bank Collateral Agent and each Lender to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (ii) Collateral Agent and each Lender shall have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Collateral Agent’s and such Lender’s rights and remedies under this Agreement and the other Loan Documents.

Collateral. Borrower has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this AgreementCertificate. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual property, the Intellectual Property which it owns or purports to own except for non-exclusive (a) nonexclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each patent that Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to . To the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property Intellectual Property violates the rights of any third party except to the extent such claim could would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureRestricted License.

Collateral. Borrower has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the deposit accounts with Bank, the deposit accounts, if any, Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith, or of herewith and which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein, to the extent required by and pursuant to the terms of Section 6.6(b). To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this AgreementCertificate. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) other than mobile equipment in the aggregate possession of Borrower’s employees and agents) shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual property, the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each patent that Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to . To the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property Intellectual Property violates the rights of any third party except to the extent such claim could would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureRestricted License.

Collateral. Borrower has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the deposit accounts with Bank, the deposit accounts, if any, Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith, herewith or of as to which Borrower has given the Bank notice and has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the terms of Section 6.8(b). To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this Agreementpursuant to Section 7.2. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual property, the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate (as the same may be updated from time to time pursuant to Section 6.10(b)). Each patent that To the best of Borrower’ knowledge, each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to . To the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property Intellectual Property violates the rights of any third party except to the extent such claim could would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection CertificateCertificate (as the same may be updated from time to time pursuant to Section 6.10(b)), Borrower is not a party to, nor is it bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureRestricted License.

Collateral. Borrower has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Except to the extent permitted by Section 6.7, Borrower has no deposit accounts Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the deposit accounts with Bank, the deposit accounts, if any, Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith, or of herewith and which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the terms of Section 6.7(c). To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this AgreementCertificate. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual property, the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each patent that Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to . To the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property Intellectual Property violates the rights of any third party except to the extent such claim could would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureRestricted License.

Collateral. Borrower has good title, has rights in, and title to the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderCollateral, free and clear of any and all Liens except Permitted Liens. Except as set forth in the Collateral Information Certificate, Borrower has no deposit accounts Deposit Accounts or Securities Accounts other than the deposit accounts Deposit Accounts and Securities Accounts with Bank and Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein's Affiliates. To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of obligations, and the Account Debtorsservice or property has been performed or delivered to the account debtor or its agent for immediate shipment to and unconditional acceptance by the account debtor. The Except as set forth in the Collateral Information Certificate, the Collateral is not in the possession of any third party bailee (such as a warehouse) except ). Except as otherwise provided hereafter disclosed to Bank in the Perfection Certificate or as otherwise permitted under this Agreement. None writing by Borrower, none of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Information Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower has no notice of any actual or imminent Insolvency Proceeding of any account debtor whose accounts are an Eligible Account or an Eligible Foreign Account in any Borrowing Base Certificate. Borrower is the licensee or sole owner of its intellectual propertyIntellectual Property (or, if commercially available in the marketplace, could license upon commercially reasonable terms), except for non-exclusive licenses and exclusive licenses limited to a geographic area or field of use granted to its customers in the ordinary course of business. Each patent that is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as otherwise noted on the Perfection Collateral Information Certificate, Borrower is not a party to, nor is bound by, any material license or other material agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s 's right or interest in such license or agreement license, agreement, or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, authorization by, or waiver byof, any person whose consent consent, authorization, or waiver is necessary for all such licenses or contract rights to be deemed “"Collateral” " and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreementagreement (such consent or authorization may include a licensor's agreement to a contingent assignment of the license to Bank if Bank determines that it is necessary in its good faith judgment), whether now existing or entered into in the future.

Collateral. Borrower has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderhereunder or pursuant to the Australian Mortgage Debenture, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the deposit accounts with Bank, the deposit accounts, if any, Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith, or of herewith and which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the terms of Section 6.6(b). To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this AgreementCertificate. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual property, the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each patent that Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to . To the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property Intellectual Property violates the rights of any third party except to the extent such claim could would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, or as Borrower has otherwise notified Bank pursuant to the terms of Section 6.7(c) hereof, Borrower is not a party to, nor is it bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureRestricted License.

Collateral. (a) Borrower has and each its Subsidiaries have good titletitle to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower has no deposit nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the deposit accounts with Bank, Collateral Accounts or the deposit other investment accounts, if any, described in the Perfection Certificate Certificates delivered to Bank Collateral Agent in connection herewith, or herewith with respect of which Borrower or such Subsidiary has given Bank Collateral Agent notice and taken such actions as are necessary to give Bank Collateral Agent a perfected security interest therein. To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The . (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) except as otherwise provided no such third party bailee possesses components of the Collateral in the Perfection Certificate or as otherwise permitted under this Agreementexcess of Two Hundred Fifty Thousand Dollars ($250,000.00). None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided disclosed in the Perfection Certificate Certificates on the Effective Date or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars 6.11. ($150,000.00c) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. . (d) Borrower and each of its Subsidiaries is the sole owner of its intellectual propertythe Intellectual Property each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business. Each patent that is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s businessall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificates, neither Borrower nor any of its Subsidiaries is not a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ai) that prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (bii) for which a default under or termination of could interfere with the BankCollateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Bank Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any such license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future.

Collateral. Borrower has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderhereunder and under the ISR Debentures, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the deposit accounts with Bank, the deposit accounts, if any, Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith, or of herewith and which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest thereintherein and, as provided in the ISR Debentures, fixed and floating charges thereon, pursuant to the terms of Section 6.8(b). To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this AgreementCertificate. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual property, the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each patent that Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to . To the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property Intellectual Property violates the rights of any third party except to the extent such claim could would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureRestricted License.

Collateral. (a) Borrower has and each its Subsidiaries have good titletitle to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower has no deposit nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the deposit accounts with Bank, Collateral Accounts or the deposit other investment accounts, if any, described in the Perfection Certificate Certificates delivered to Bank Collateral Agent in connection herewith, or herewith with respect of which Borrower or such Subsidiary has given Bank Collateral Agent notice and taken such actions as are necessary to give Bank Collateral Agent a perfected security interest therein. To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The . (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this Agreement. None of the no such third party bailee possesses components of the Collateral with a book value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in 150,000). None of the aggregate components of the Collateral shall be maintained at locations other than as provided disclosed in the Perfection Certificate Certificates on the Effective Date or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion 6.11. (c) As of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Effective Date, each Funding Date, and each Compliance Certificate, then all Inventory held and released for commercial sale by or for the benefit of Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. . (d) Borrower and each of its Subsidiaries is the sole owner of its intellectual propertythe Intellectual Property each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business. Each patent that is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s businessall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificates, neither Borrower nor any of its Subsidiaries is not a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ai) that prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (bii) for which a default under or termination of could interfere with the BankCollateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Bank Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any such license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall, and shall cause its Subsidiaries to, take such commercially reasonable steps as Bank Collateral Agent and any Lender requests to obtain the consent of, or waiver by, any person Person whose consent or waiver is necessary for (i) all such licenses or contract rights agreements with respect to which Borrower or any Subsidiary is the licensee to be deemed “Collateral” and for Bank Collateral Agent and each Lender to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (ii) Collateral Agent and each Lender shall have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Collateral Agent’s and such Lender’s rights and remedies under this Agreement and the other Loan Documents.

Collateral. (a) Borrower has and each its Subsidiaries have good titletitle to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower has no deposit nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the deposit accounts with Bank, Collateral Accounts or the deposit other investment accounts, if any, described in the Perfection Certificate Certificates delivered to Bank Collateral Agent in connection herewith, or herewith with respect of which Borrower or such Subsidiary has given Bank Collateral Agent notice and taken such actions as are necessary to give Bank Collateral Agent a perfected security interest therein. To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The . (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) except as otherwise provided no such third party bailee possesses components of the Collateral in the Perfection Certificate or as otherwise permitted under this Agreementexcess of One Hundred Thousand Dollars ($100,000.00). None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided disclosed in the Perfection Certificate Certificates on the Effective Date or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars 6.11. ($150,000.00c) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. , except for Inventory for which adequate reserves (such reserves not to exceed five percent (5.00%) of the book value of all such Inventory) have been established and maintained. (d) Borrower and each of its Subsidiaries is the sole owner of its intellectual propertythe Intellectual Property each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business. Each patent that is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s businessall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificates, neither Borrower nor any of its Subsidiaries is not a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ai) that prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (bii) for which a default under or termination of could interfere with the BankCollateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Bank Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any such license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future.

Collateral. Borrower has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts Collateral Accounts at or with any bank or financial institution other than Bank or Bank's Affiliates except for the deposit accounts with Bank, the deposit accounts, if any, Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein, to the extent required by the terms of Section 6.6(b). To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables)'s knowledge, the Accounts are bona fide, existing obligations of the Account Debtors. All unreserved Inventory is in all material respects of good and marketable quality, free from material defects. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this Agreementpursuant to Section 7.2. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be are currently being maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion 7.2 of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defectsthis Agreement. Borrower is the sole owner of its intellectual property, the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each patent that To Borrower's knowledge, each Patent which it owns or purports to own and which is material to Borrower’s 's business is valid and enforceable, and no part of the intellectual property that Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s 's business has been judged invalid or unenforceable, in whole or in part, and to . To the best of Borrower’s 's knowledge, no claim has been made in writing that any part of the intellectual property Intellectual Property violates the rights of any third party except to the extent such claim could would not reasonably be expected to have a material adverse effect on Borrower’s 's business. Except as noted on the Perfection Certificate, or with respect to which notice is provided pursuant to Section 6.7(c) hereof, Borrower is not a party to, nor is it bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureRestricted License.

Collateral. Borrower has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the deposit accounts with Bank, the deposit accounts, if any, Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith, or of herewith and which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the terms of Section 6.6(b). To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this Agreementpursuant to Section 7.2. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual property, the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of businessbusiness and licenses of Intellectual Property that could not result in a legal transfer of title of the licensed property that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discrete geographical areas outside of the United States, (b) over-the-counter software that is commercially available to the public, and (c) Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each patent that To the best of Borrower’s knowledge, each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to . To the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property Intellectual Property violates the rights of any third party except to the extent such claim could would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureRestricted License.

Collateral. Borrower has (a) Each Loan Party and each of its respective Subsidiaries have good titletitle to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderunder the Loan Documents to which it is party, free and clear of any and all Liens except Permitted Liens. Borrower , and neither any Loan Party nor any of its respective Subsidiaries has no deposit accounts any Collateral Accounts at or with any bank or financial institution other than Collateral Agent or Collateral Agent’s Affiliates other than the deposit accounts with Bank, Collateral Accounts or the deposit other investment accounts, if any, described in the Perfection Certificate Certificates delivered to Bank Collateral Agent in connection herewith, or herewith with respect of which Borrower such Loan Party or such Subsidiary has given Bank Collateral Agent notice and taken such actions as are necessary to give Bank Collateral Agent a perfected security interest therein. To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The . (b) Except as disclosed on the Perfection Certificate, (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) except as otherwise provided no such third party bailee possesses components of the Collateral in the Perfection Certificate or as otherwise permitted under this Agreementexcess of Two Hundred Fifty Thousand Dollars ($250,000.00). None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided disclosed in the Perfection Certificate Certificates on the Effective Date or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars 6.11. ($150,000.00c) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower . (d) Each Loan Party and each of its respective Subsidiaries is the sole owner of its intellectual propertythe Intellectual Property each respectively purports to own, except for non-exclusive licenses granted free and clear of all Liens other than Permitted Liens. (i) Each Patent which each Loan Party and their respective Subsidiaries owns or purports to its customers in the ordinary course of business. Each patent that own and which is material to Borrower’s the business is valid and enforceable, enforceable and no part of the intellectual property that is any Loan Party’s or any of their respective Subsidiaries’ Intellectual Property material to Borrower’s the business has been judged invalid or unenforceable, in whole or in part, and (ii) to the best of Borrowereach Loan Party’s knowledge, no claim has been made that any part of the intellectual property Intellectual Property or any practice by any Loan Party or any of their respective Subsidiaries violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Change. Except as noted on the Perfection CertificateCertificates, Borrower neither any Loan Party nor any of their respective Subsidiaries is not a party to, nor is bound by, any material license or other material agreement with respect to which Borrower such Loan Party or such Subsidiary is the licensee that (ai) that prohibits or otherwise restricts Borrower such Loan Party or such Subsidiaries from granting a security interest in Borrowersuch Loan Party’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (bii) for which a default under or termination of could interfere with the BankCollateral Agent’s or any Lender’s right to sell any Collateral. Borrower Loan Parties shall provide written notice to Bank Collateral Agent and each Lender within ten (10) days of any Loan Party or any of their respective Subsidiaries entering into or becoming bound by any such license or agreement with respect to which such Loan Party or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future.

Collateral. Borrower has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the deposit accounts with Bank, the deposit accounts, if any, Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith, or of herewith and which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the terms of Section 6.8(b). To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or (as otherwise permitted under this Agreementthe same may be updated from time to time pursuant to Section 7.2). None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with to a value bailee valued, individually or in the aggregate, in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificate50,000), then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable sole discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual property, the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate (as the same may be updated from time to time pursuant to Section 6.10(b)). Each patent that To the best of Borrower’s knowledge, each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to . To the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property Property violates the rights of any third party except to the extent such claim could would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection CertificateCertificate (as the same may be updated from time to time pursuant to Section 6.10(b)), Borrower is not a party to, nor is it bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureRestricted License.

Collateral. Borrower has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the deposit accounts with Bank, the deposit accounts, if any, Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith, or of herewith and which Borrower has given Bank notice and taken such actions as are necessary requested by Bank to give Bank a perfected security interest therein, pursuant to the terms of Section 6.8(b) (and upon delivery of such notice the Perfection Certificate will be deemed to be updated with the information contained in such notice). To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this AgreementCertificate. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual property, the Intellectual Property which it owns or purports to own except for non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate (as may be updated from time to time pursuant to Section 6.8(b)). Each patent that Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to . To the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property Intellectual Property violates the rights of any third party except to the extent such claim could would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureRestricted License.

Collateral. Borrower has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the deposit accounts with Bank, the deposit accounts, if any, Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith, or of herewith and which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the terms of Section 6.6(b). To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this AgreementCertificate. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual property, the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each patent that Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to . To the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property Intellectual Property violates the rights of any third party except to the extent such claim could would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureRestricted License.

Collateral. (a) Borrower has and each its Subsidiaries have good titletitle to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower has no deposit nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the deposit accounts with Bank, Collateral Accounts or the deposit other investment accounts, if any, described in the Perfection Certificate Certificates delivered to Bank Collateral Agent in connection herewith, or herewith with respect of which Borrower or such Subsidiary has given Bank Collateral Agent notice and taken such actions as are necessary to give Bank Collateral Agent a perfected security interest thereintherein unless otherwise provided pursuant to Section 6.6. To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The . (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) except as otherwise provided no such third party bailee possesses components of the Collateral in the Perfection Certificate or as otherwise permitted under this Agreementexcess of One Hundred Thousand Dollars ($100,000.00). None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided disclosed in the Perfection Certificate Certificates on the Effective Date or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars 6.11. ($150,000.00c) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. . (d) Borrower and each of its Subsidiaries is the sole owner of its intellectual propertythe Intellectual Property each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business. Each patent that is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s businessall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificates, neither Borrower nor any of its Subsidiaries is not a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ai) that prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (bii) for which a default under or termination of could interfere with the BankCollateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Bank Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any such license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future.

Collateral. Borrower has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. To The Collateral (other than Equipment with Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), agents or employees in the Accounts are bona fide, existing obligations ordinary course of business and Inventory in transit in the Account Debtors. The Collateral ordinary course of business) is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this AgreementCertificate. None of the components of the Collateral (other than Equipment with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) Borrower’s agents or employees in the aggregate ordinary course of business and Inventory in transit in the ordinary course of business) shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual property, the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each patent that Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to . To the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property Intellectual Property violates the rights of any third party except to the extent such claim could would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any material license or other agreement with respect to which Borrower Restricted License. All Financed Equipment is the licensee (a) new, except for such Financed Equipment that prohibits or otherwise restricts Borrower from granting a security interest has been disclosed in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice writing to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateralused” and for Bank that Bank, in its sole discretion, has agreed to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futurefinance.

Collateral. Borrower has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts Collateral Accounts at or with any bank or financial institution other than Bank or Bank's Affiliates except for the deposit accounts with Bank, the deposit accounts, if any, Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein, to the extent required by the terms of Section 6.8(b). To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables)'s knowledge, the Accounts are bona fide, existing obligations of the Account Debtors. All unreserved Inventory is in all material respects of good and marketable quality, free from material defects. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this Agreementpursuant to Section 7.2. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be are currently being maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion 7.2 of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defectsthis Agreement. Borrower is the sole owner of its intellectual property, the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each patent that To Borrower's knowledge, each Patent which it owns or purports to own and which is material to Borrower’s 's business is valid and enforceable, and no part of the intellectual property that Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s 's business has been judged invalid or unenforceable, in whole or in part, and to . To the best of Borrower’s 's knowledge, no claim has been made in writing that any part of the intellectual property Intellectual Property violates the rights of any third party except to the extent such claim could would not reasonably be expected to have a material adverse effect on Borrower’s 's business. Except as noted on the Perfection Certificate, or with respect to which notice is provided pursuant to Section 6.9(c) hereof, Borrower is not a party to, nor is it bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureRestricted License.

Collateral. Borrower has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the deposit accounts with Bank, the deposit accounts, if any, Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith, or of herewith and as to which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the terms of Section 6.7(b). To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this AgreementCertificate. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual property, the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each patent that Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to . To the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property Intellectual Property violates the rights of any third party except to the extent such claim could would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureRestricted License.

Collateral. Borrower has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this Agreementpursuant to Section 7.2. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event All Financed Equipment is new, except for such Financed Equipment that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value has been disclosed in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory writing to Bank by Borrower as “used” and that Bank, in its reasonable sole discretion. All Inventory is in all material respects of good and marketable quality, free from material defectshas agreed to finance. Borrower is the sole owner of its intellectual property, the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of businessbusiness and licenses that could not result in a legal transfer of title of the licensed property but that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discreet geographical areas outside of the United States, (b) over-the-counter software that is commercially available to the public and other non-material Intellectual Property licensed to Borrower, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each patent that To the best of Borrower’s knowledge, each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to . To the best of Borrower’s knowledge, no claim has been made in writing that any part of the intellectual property Intellectual Property violates the rights of any third party except to the extent such claim could would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureRestricted License.

Collateral. Borrower has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the deposit accounts with Bank, the deposit accounts, if any, Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith, or of herewith and which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the terms of Section 6.6(b). To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this Agreementpursuant to Section 7.2. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual property, the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each patent that Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to . To the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property Intellectual Property violates the rights of any third party except to the extent such claim could would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection CertificateCertificate or as disclosed in writing pursuant to Section 6.8(b), Borrower is not a party to, nor is it bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureRestricted License.

Collateral. Co-Borrower has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Co-Borrower has no deposit accounts Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the deposit accounts with Bank, the deposit accounts, if any, Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith, or of herewith and which Co-Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the terms of Section 6.8(b). To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral (other than Offsite Collateral) is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this Agreementpursuant to Section 7.2. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Co-Borrower is the sole owner of its intellectual property, the Intellectual Property which it owns or purports to own except for non(a) licenses permitted hereunder, (b) over-exclusive licenses granted the-counter software that is commercially available to its customers in the ordinary course of businesspublic, (c) material Intellectual Property licensed to Co-Borrower and noted on the Perfection Certificate, and (d) open source software. Each patent that Patent which it owns or purports to own and which is material to Co-Borrower’s business is valid and enforceable, and no part of the intellectual property that Intellectual Property which Co-Borrower owns or purports to own and which is material to Co-Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to . To the best of Co-Borrower’s knowledge, no claim has been made that any part of the intellectual property Intellectual Property violates the rights of any third party except to the extent such claim could would not reasonably be expected to have a material adverse effect on Co-Borrower’s business. Except as noted on the Perfection CertificateCertificate or as otherwise disclosed in writing to Bank, Co-Borrower is not a party to, nor is it bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureRestricted License.

Collateral. Borrower (a) Each Loan Party has good titletitle to, has rights in, and the power to transfer pledge each item of the Collateral upon which it purports to ▇g▇▇▇▇ ▇ ▇▇▇▇ hereunderunder this Agreement and the other Loan Documents, free and clear of any and all Liens except except, Permitted Liens. Borrower Each Loan Party has no deposit accounts other than good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the deposit accounts with Bankordinary conduct of its business, in each case free and clear of Liens prohibited by this Agreement. (b) On the deposit accountsClosing Date, each Loan Party has delivered to the Lender a completed Perfection Certificate signed by such Loan Party. As of the date hereof (i) such Loan Party’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof, (ii) such Loan Party is an organization of the type and is organized or incorporated in the jurisdiction set forth in the Perfection Certificate, (iii) the Perfection Certificate accurately sets forth such Loan Party’s organizational identification number or accurately states that such Loan Party has none, (iv) the Perfection Certificate accurately sets forth such Loan Party’s place of business, or, if anymore than one, described its chief executive office as well as such Loan Party’s mailing address (if different than its chief executive office), (v) such Loan Party (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction and (vi) all other information set forth on the Perfection Certificate pertaining to such Loan Party is true and correct in all material respects. (c) The Code financing statements or other appropriate filings, recordings or registrations containing a description of the Collateral have been prepared based upon the information set forth in the Perfection Certificate and constitute all the filings, recordings and registrations (other than filings required to be made in the United States Patent and Trademark Office and the United States Copyright Office in order to perfect the Security Interest in Collateral consisting of United States Patents, United States Trademarks and United States registered Copyrights) that are necessary as of the Closing Date to establish a valid and perfected security interest in favor of the Lender, for the benefit of the Lender, in respect of the Collateral in which the Security Interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof). The Notices of Grant of Security Interest in Intellectual Property executed by the applicable Loan Parties containing descriptions of all Collateral that consists of material United States federally issued Patents (and material Patents for which United States federal registration applications are pending), material United States federally registered Trademarks (and material Trademarks for which United States federal registration applications are pending) and material United States federally registered Copyrights (i) have been delivered to Bank the Lender for recording with the United States Patent and Trademark Office and the United States Copyright Office, and (ii) are sufficient to protect the validity of and to establish a legal, valid and perfected security interest (or, in connection herewiththe case of Patents and Trademarks, or notice thereof) in favor of the Lender, for the benefit of the Lender, in respect of all Collateral consisting of such Intellectual Property as of the Closing Date in which Borrower has given Bank notice a security interest may be perfected by recording with the United States Patent and taken such actions as are necessary Trademark Office and the United States Copyright Office. (d) The Security Interest constitutes (i) a legal and valid security interest in the Collateral securing the payment and performance of the Obligations, (ii) subject to give Bank the filings described in Section 6.2(c), a perfected security interest therein. To Borrower’s knowledge in all Collateral in which a security interest may be perfected by filing, recording or registering a Code financing statement or analogous document in the United States (provided, however, or any political subdivision thereof) and its territories and possessions pursuant to the Code or other applicable law in such knowledge qualifier shall not apply jurisdictions and (iii) subject to Eligible Accounts which are Financed Receivablesthe filings described in Section 6.2(c), a security interest that shall be perfected in all Collateral in which a security interest may be perfected upon the Accounts are bona fide, existing obligations receipt and recording of the Account DebtorsNotices of Grant of Security Interest in Intellectual Property with the United States Copyright Office. The Collateral Security Interest is not in the possession of and shall be prior to any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this Agreement. None other Lien on any of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations Collateral, other than as provided in the Perfection Certificate or as Borrower has given Bank notice pursuant to Section 7.2. In the event that Borrower, after certain statutory Liens. (e) As of the date hereof, intends the Loan Parties do not hold commercial tort claims in the aggregate reasonably estimated to store be equal to or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars $10,000 except as set forth on Schedule 2 hereto. ($150,000.00f) The Perfection Certificate includes a complete and accurate list as of the date hereof of (i) all Subsidiaries, joint ventures and partnerships and other equity investments of the Loan Parties, (ii) the number of shares of each class of Equity Interests in each Subsidiary outstanding, (iii) the number and percentage of outstanding shares of each class of Equity Interests owned by the Loan Parties and their Subsidiaries and (iv) the class or nature of such Equity Interests (i.e., voting, non-voting, preferred, etc.). The outstanding Equity Interests in all Subsidiaries are validly issued, fully paid and non-assessable and are owned free and clear of all Liens. There are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors’ qualifying shares) of any nature relating to the Equity Interests of any Loan Party or any Subsidiary thereof, except as contemplated in connection with the Loan Documents. (g) The Perfection Certificate includes a complete and accurate list of all Intellectual Property (including all applications for registration and issuance) owned by and a list of all material licensed Intellectual Property licensed by or to each of the Loan Parties (including the name/title of the property, current owner, registration or application number, and registration or application date and such other information as reasonably requested by the Lender). (h) The Perfection Certificate includes a complete and accurate description of all documents, instruments, and tangible chattel paper (each, as defined in the Code) of the Loan Parties (including the Loan Party owning such documents, instruments, and tangible chattel paper and such other information as reasonably requested by the Lender). (i) The Perfection Certificate includes a complete and accurate description of all deposit accounts and securities accounts of the Loan Parties, including the name of (A) the applicable Loan Party, (B) in the aggregate case of a deposit account, the depository institution and whether such account is a zero balance account or a payroll account, and (C) in the case of a securities account, the securities intermediary or issuer, as applicable. (j) The Perfection Certificate includes a complete and accurate description of all Electronic Chattel Paper (as defined in the Code) and Letter-of-Credit Rights (as defined in the Code) of the Loan Parties, including the name of (A) the applicable Loan Party, (B) in the case of Electronic Chattel Paper (as defined in the Code), the account debtor and (C) in the case of Letter-of-Credit Rights (as defined in the Code), the issuer or nominated person, as applicable. (k) The Perfection Certificate includes a complete and accurate list of (i) all pledged securities and (ii) all other Equity Interests required to a bailee other than those listed on be pledged to the Perfection CertificateLender pursuant to the Loan Documents (in each case, then Borrower will first receive detailing the written consent Loan Party, the Person whose Equity Interests are pledged, the number of Bank shares of each class of Equity Interests, the certificate number and percentage ownership of outstanding shares of each class of Equity Interests and the class or nature of such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable qualityEquity Interests (i.e., free from material defects. Borrower is the sole owner of its intellectual propertyvoting, except for non-exclusive voting, preferred, etc.)). (l) [reserved]. (m) The Loan Party owns, licenses granted or otherwise has a valid right to its customers in use, all of the ordinary course of business. Each trademarks, service marks, trade names, copyrights, patents, patent rights, trade secrets, know-how, franchises, licenses and other intellectual property rights that is are material to Borrower’s business is valid and enforceablethe operation of their respective businesses. To the knowledge of each Loan Party, and no part neither the operation of the intellectual property that is business, nor any product, service, process, method, substance, part or other material now used, or now contemplated to Borrower’s business has been judged invalid be used, by any Loan Party infringes, misappropriates, dilutes or unenforceable, otherwise violates in whole or in part, and to the best of Borrower’s knowledgeany material respect upon any rights held by any other Person. Except as set forth on Schedule 4, no claim has been made that or litigation regarding any part of the intellectual property violates foregoing is pending or, to the rights knowledge of any third party except to Loan Party, threatened in writing, which, either individually or in the extent such claim aggregate, could not reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Effect. Except as noted on To the Perfection Certificateknowledge of any Loan Party, Borrower is not a party tothere has been no unauthorized use, nor is bound byaccess, interruption, modification, corruption or malfunction of any material license information technology assets or other agreement with respect to which Borrower is the licensee systems (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, information or (btransactions stored or contained therein or transmitted thereby) for which a default under owned or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound used by any such license Loan Party, which, either individually or agreement (other than over-the-counter software that is commercially available to in the public). Borrower shall take such steps as Bank requests to obtain the consent ofaggregate, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to would reasonably be deemed “Collateral” and for Bank expected to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureMaterial Adverse Effect.

Collateral. (a) Borrower has and each its Subsidiaries have good titletitle to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower has no deposit nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the deposit accounts with Bank, Collateral Accounts or the deposit other investment accounts, if any, described in the Perfection Certificate Certificates delivered to Bank Collateral Agent in connection herewith, or herewith with respect of which Borrower or such Subsidiary has given Bank Collateral Agent notice and taken such actions as are necessary to give Bank Collateral Agent a perfected security interest therein. To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The . (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) except as otherwise provided third party bailees do not possess components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) in the Perfection Certificate or as otherwise permitted under this Agreementaggregate for all locations. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided disclosed in the Perfection Certificate Certificates on the Effective Date or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars 6.11. ($150,000.00c) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. . (d) Borrower and each of its Subsidiaries is the sole owner of its intellectual propertythe Intellectual Property each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business. Each patent that is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s businessall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificates, neither Borrower nor any of its Subsidiaries is not a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ai) that prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (bii) for which a default under or termination of could reasonably be expected to interfere with the BankCollateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Bank Collateral Agent and each Lender within ten twenty (1020) days of Borrower or any of its Subsidiaries entering into or becoming bound by any such material license or material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future.

Collateral. Borrower has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this Agreementpursuant to Section 7.2. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual property, the Intellectual Property which it owns or purports to own except for non-exclusive (a) nonexclusive licenses granted to its customers in the ordinary course of businessbusiness and licenses that could not result in a legal transfer of title of the licensed property but that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discreet geographical areas outside of the United States, (b) over-the-counter software that is commercially available to the public and other non-material Intellectual Property licensed to Borrower, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each patent that To the best of Borrower’s knowledge, each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to . To the best of Borrower’s knowledge, no claim has been made in writing that any part of the intellectual property Intellectual Property violates the rights of any third party except to the extent such claim could would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureRestricted License.

Collateral. (a) Borrower has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. . (b) Borrower has no deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. To (other than deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply employees and identified to Bank by Borrower as such). The Eligible Accounts which are Financed Receivables), the Accounts are bona fide, existing obligations of the Account Debtors. The . (c) No portion of the Collateral with a value in excess of Two Hundred Fifty Thousand Dollars ($250,000) is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this Agreementdisclosed to Bank in writing. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars 6.12. ($150,000.00d) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner owner, or has the right to the use, of its intellectual property, the Intellectual Property which it owns or purports to own except for non-exclusive (a) licenses granted to its customers in the ordinary course of businessbusiness or that are otherwise permitted pursuant to Section 7.1, (b) over-the-counter software that is commercially available to the public, and (c) Intellectual Property licensed to Borrower. Each patent that Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to . To the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property Intellectual Property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s business. . (e) Except as noted on the Perfection CertificateCertificate or as otherwise disclosed to Bank in writing, Borrower is not a party to, nor is it bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureRestricted License.

Collateral. Borrower has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the deposit accounts with Bank, the deposit accounts, if any, Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith, or of herewith and which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the terms of Section 6.8(b) or other deposit accounts expressly permitted hereby. To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this AgreementCertificate. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual property, the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and, in the case of licenses in effect on the date of this Agreement, noted on the Perfection Certificate. Each patent that Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to . To the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property Intellectual Property violates the rights of any third party except to the extent such claim could would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureRestricted License.

Collateral. (a) Borrower has and each its Subsidiaries have good titletitle to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower has no deposit nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the deposit accounts with Bank, Collateral Accounts or the deposit other investment accounts, if any, described in the Perfection Certificate Certificates delivered to Bank Collateral Agent in connection herewith, or herewith with respect of which Borrower or such Subsidiary has given Bank Collateral Agent notice and taken such actions as are necessary to give Bank Collateral Agent a perfected security interest therein. To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. . (b) The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral, subject only to Permitted Liens’. (c) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee, and (ii) no such third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this Agreement. None of the possesses components of the Collateral with a value in excess of One Two Hundred Fifty Thousand Dollars ($150,000.00250,000.00). (d) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate All Equipment that is used by Borrower or as Borrower has given Bank notice pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory Subsidiaries is in all material respects of good and marketable quality, free from material defects. . (e) Borrower and each of its Subsidiaries is the sole owner of its intellectual propertythe Intellectual Property each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business. Each patent that is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s businessall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificates, neither Borrower nor any of its Subsidiaries is not a party to, nor is bound by, any material license or other material agreement with respect relating to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureIntellectual Property.

Collateral. Borrower has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this AgreementCertificate. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the me Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificatebailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable sole discretion. , All Inventory is in all material respects of good and marketable quality, free from material defectsdefects other than that Inventory that is held for refurbishment or repair. Borrower is the sole owner of its intellectual property, except for non-exclusive licenses granted to its customers in the ordinary course of business. Each patent that is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made (other than as disclosed in the Perfection Certificate) that any part of the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (x) all such licenses or contract rights agreements to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (y) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.

Collateral. Borrower has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderhereunder and pursuant to the Debenture, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the deposit accounts with Bank, the deposit accounts, if any, Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith, or of herewith and which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term of Section 6.8(b) and as provided in the Debenture. To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this Agreementpursuant to Section 7.2. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual property, the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each patent that Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to . To the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property Intellectual Property violates the rights of any third party except to the extent such claim could would not reasonably be expected to have a material adverse effect on Borrower’s businessthe business of Parent and its Subsidiaries, taken as a whole. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureRestricted License.

Collateral. (a) Borrower has and each its Subsidiaries have good titletitle to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower has no deposit nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the deposit accounts with Bank, Collateral Accounts or the deposit other investment accounts, if any, described in the Perfection Certificate Certificates delivered to Bank Collateral Agent in connection herewith, or herewith with respect of which Borrower or such Subsidiary has given Bank Collateral Agent notice and taken such actions as are necessary to give Bank Collateral Agent a perfected security interest therein, except for Excluded Bank Accounts. To The Accounts reflected in the Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply financial statements or in any certificate or schedule provided by Borrower to Eligible Accounts which Lender are Financed Receivables), the Accounts are bona fidebonafide, existing obligations of the Account Debtors. The . (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) except as otherwise provided no such third party bailee possesses components of the Collateral in the Perfection Certificate or as otherwise permitted under this Agreementexcess of One Hundred Thousand Dollars ($100,000.00). None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided disclosed in the Perfection Certificate Certificates on the Effective Date or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars 6.11. ($150,000.00c) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. . (d) Borrower and each of its Subsidiaries is the sole owner of its intellectual propertythe Intellectual Property each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business. Each patent that is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s businessall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificates, neither Borrower nor any of its Subsidiaries is not a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ai) that prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (bii) for which a default under or termination of could interfere with the BankCollateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Bank Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any such license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future.

Collateral. Borrower has good title, has rights in, and title to the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderCollateral, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts account other than the deposit accounts with Bank, the Bank and deposit accounts, if any, accounts described in the Perfection Certificate delivered to Bank in connection herewith, herewith or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to documentation reasonably acceptable to Bank. To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this AgreementCertificate. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificatebailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable sole discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of has not granted any Liens against or licenses to its intellectual property, except for non-exclusive licenses granted to its customers in the ordinary course of business. Each patent that is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (x) all such licenses or contract rights agreements to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (y) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.

Collateral. Borrower has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any, any described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate Certificate, or as otherwise permitted under this Agreementin Section 7.2. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that BorrowerExcept as otherwise specified in written notice from Borrower to Bank, after the date hereof, intends to store or otherwise deliver any portion no material amount of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is other than, in all material respects respects, of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual property, the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each patent that Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to . To the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property Intellectual Property violates the rights of any third party except to the extent such claim could would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection CertificateCertificate and in the Compliance Certificates provided from time to time, Borrower is not a party to, nor is it bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureRestricted License.

Collateral. Borrower has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower No Credit Party has no deposit accounts Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the deposit accounts with Bank, the deposit accounts, if any, Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith, or of herewith and which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term of Section 6.7. To Borrower’s knowledge No Collateral (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), other than Inventory on consignment with third parties or related distributors in the Accounts are bona fide, existing obligations ordinary course of the Account Debtors. The Collateral business) in excess of $250,000 is not in the possession of any third party bailee (such as a warehouse) except (a) as otherwise provided in the Perfection Certificate or as otherwise permitted under this Agreement. None of the components of the (b) any such Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice pursuant that is subject to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance reasonably satisfactory to Bank in its reasonable discretionBank. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower Each Credit Party is the sole owner of its intellectual property, all Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) Intellectual Property licensed to such Credit Party. Each patent that Patent which it owns or purports to own and which is material to Borrower’s the business of the Credit Parties and their Subsidiaries is valid and enforceable, and no part of the intellectual property that Intellectual Property which any Credit Party owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to . To the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property Intellectual Property violates the rights of any third party except to the extent such claim could would not reasonably be expected to have result in a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureMaterial Adverse Change.

Collateral. Each Borrower has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderhereunder or pursuant to the Swiss Borrower Security Documents or the Swiss Borrower Share Pledge Agreement, free and clear of any and all Liens except Permitted Liens. Neither Borrower has no deposit accounts any Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the deposit accounts with Bank, the deposit accounts, if any, Collateral Accounts described in the such Borrower’s Perfection Certificate delivered to Bank in connection herewith, herewith or of for which such Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the terms of Section 6.8(b). To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate Certificates or as otherwise permitted under this Agreementpursuant to Section 7.2. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate Certificates or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory of Borrowers is in all material respects of good and marketable quality, free from material defects. Each Borrower is the sole owner of its intellectual property, the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) Intellectual Property licensed to such Borrower. Each patent that Patent which it owns or purports to own and which is material to such Borrower’s business is valid and enforceable, and no part of the intellectual property that Intellectual Property which such Borrower owns or purports to own and which is material to such Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to . To the best of such Borrower’s knowledge, no claim has been made in writing that any part of the intellectual property Intellectual Property violates the rights of any third party except to the extent such claim could would not reasonably be expected to have a material adverse effect on Borrower’s Borrowers’ business. Except as noted on the Perfection CertificateCertificates or as notified to Bank pursuant to Section 6.10, no Borrower is not a party to, nor or is bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureRestricted License.

Collateral. Borrower has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other than the deposit accounts with BankSVB, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank Agent in connection herewith, or of which Borrower has given Bank Agent notice and taken such actions as are necessary to give Bank Agent, for the ratable benefit of Lenders, a perfected security interest therein. To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The No Collateral with an aggregate value in excess of Twenty-Five Thousand Dollars ($25,000.00) per location is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this AgreementCertificate. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual property, the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each patent that Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to . To the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property Intellectual Property violates the rights of any third party except to the extent such claim could would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureRestricted License.

Collateral. (a) Borrower has and each of its Subsidiaries have good titletitle to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower has no deposit nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the deposit accounts with Bank, Collateral Accounts or the deposit other investment accounts, if any, described in the Perfection Certificate Certificates delivered to Bank Collateral Agent in connection herewith, or herewith with respect of which Borrower or such Subsidiary has given Bank Collateral Agent notice and taken such actions as are necessary to give Bank Collateral Agent a perfected security interest therein. To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The . (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) except as otherwise provided no such third party bailee possesses components of the Collateral in the Perfection Certificate or as otherwise permitted under this Agreementexcess of One Hundred Thousand Dollars ($100,000.00). None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided disclosed in the Perfection Certificate Certificates on the Effective Date or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars 6.10. ($150,000.00c) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. . (d) Borrower and each of its Subsidiaries is the sole (or, as noted on the Perfection Certificate as of the Effective Date, joint) owner of its intellectual propertythe Intellectual Property each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business. Each patent that is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s businessall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificates, neither Borrower nor any of its Subsidiaries is not a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ai) that prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (bii) for which a default under or termination of could interfere with the BankCollateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Bank Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any such license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter over‑the‑counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future.

Collateral. Borrower The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. As of the Effective Date, Borrower has no deposit accounts Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the deposit accounts with Bank, the deposit accounts, if any, Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The As of the Effective Date, the Collateral is not in the possession of any third party bailee (such as a warehouse) or maintained at locations except as otherwise provided in the Perfection Certificate or as otherwise permitted under this Agreement. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual property, the Intellectual Property which it owns or purports to own except for non-(a) non- exclusive licenses granted to its customers in the ordinary course of businessbusiness and licenses that could not result in a legal transfer of title of the licensed property but that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discreet geographical areas outside of the United States, (b) over-the-counter software that is commercially available to the public, (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate or as otherwise disclosed to Bank and (d) open-source software. Each patent that Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to . To the best of Borrower▇▇▇▇▇▇▇▇’s knowledge, no claim has been made that any part of the intellectual property Intellectual Property violates the rights of any third party except to the extent such claim could would not reasonably be expected to have a material adverse effect on Borrower’s businessbusiness or operations. Except As of the Effective Date, except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureRestricted License.

Collateral. Borrower has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the deposit accounts with Bank, the deposit accounts, if any, Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith, or of herewith and which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term of Section 6.6(b). To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this AgreementCertificate. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual property, the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each patent that Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to . To the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property Intellectual Property violates the rights of any third party except to the extent such claim could would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureRestricted License.

Collateral. Borrower has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other than the deposit accounts with Bank, the Excluded Accounts, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this AgreementCertificate. None of the components of the Collateral (other than consigned inventory held with a Borrower’s customers) with an aggregate value in excess of One Hundred Fifty Thousand Dollars ($150,000.00100,000) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate (as may be updated from time to time with the written consent of Bank) or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed Except as set forth on the Perfection CertificateCertificate (including with respect to the Palomar Litigation), then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual property, the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each patent that Except as set forth on the Perfection Certificate, each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. Except as set forth on the Perfection Certificate, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property Intellectual Property violates the rights of any third party except to the extent such claim could would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureRestricted License.

Collateral. Borrower has good title, has rights in, and title to the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderCollateral, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts account other than the deposit accounts with Bank, the Bank and deposit accounts, if any, accounts described in the Perfection Certificate delivered to Bank in connection herewith, herewith or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to documentation reasonably acceptable to Bank. To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The Except for Inventory with third party contract manufacturers outside the United States, the Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this AgreementCertificate. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificatebailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable sole discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual property, except for non-exclusive licenses granted to its customers in the ordinary course of business. Each patent that is material to Borrower’s business is valid and enforceable, enforceable and no part of the intellectual property that is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have cause a material adverse effect on Borrower’s businessMaterial Adverse Change. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) thirty days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (x) all such licenses or contract rights agreements to be deemed “Collateral” and for Bank to have a security interest in it the same that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (y) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.

Collateral. Borrower has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts Collateral Accounts at or with any bank or financial institution other than Bank or Bank's Affiliates except for the deposit accounts with Bank, the deposit accounts, if any, Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith, or of herewith and which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the terms of Section 6.6(b). To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this Agreementpursuant to Section 7.2. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual property, the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each patent that Patent which it owns or purports to own and which is material to Borrower’s 's business is valid and enforceable, and no part of the intellectual property that Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s 's business has been judged invalid or unenforceable, in whole or in part, and to . To the best of Borrower’s 's knowledge, no claim has been made that any part of the intellectual property Intellectual Property violates the rights of any third party except to the extent such claim could would not reasonably be expected to have a material adverse effect on Borrower’s 's business. Except as noted on the Perfection CertificateCertificate or as notified to Bank pursuant to Section 6.8(c), Borrower is not a party to, nor is it bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureRestricted License.

Collateral. (a) Borrower has and each Loan Party have good titletitle to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower has no deposit nor any of the Loan Parties have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the deposit accounts with Bank, Collateral Accounts or the deposit other investment accounts, if any, described in the Perfection Certificate Certificates delivered to Bank Collateral Agent in connection herewith, or herewith with respect of which Borrower or such Loan Party has given Bank the Collateral Agent notice and taken such actions as are necessary to give Bank Collateral Agent a perfected security interest therein. To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. . (b) The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral, subject only to Permitted Liens that are permitted by the terms of this Agreement to have priority to Collateral Agent’s Lien. (c) On the Effective Date, and except as disclosed on the Perfection Certificate (as the same may be updated from time to time in accordance with the terms of this Agreement) (i) the Collateral is not in the possession of any third party bailee, and (ii) no such third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this Agreement. None of the possesses components of the Collateral with a value in excess of One Two Hundred Fifty Thousand Dollars ($150,000.00250,000.00). (d) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory and Equipment is in all material respects of good and marketable quality, free from material defects. , ordinary wear and tear excepted. (e) Borrower and each of its Subsidiaries is the sole owner of its intellectual propertythe Intellectual Property each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business. Each patent that is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s businessall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificates, neither Borrower nor any of its Subsidiaries is not a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ai) that prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (bii) for which a default under or termination of could interfere with the BankCollateral Agent’s or any Lender’s right to sell any Collateralportion of the Collateral with a value exceeding Five Hundred Thousand Dollars ($500,000.00). Borrower shall provide written notice to Bank Collateral Agent and each Lender within ten twenty (1020) days of Borrower or any of its Subsidiaries entering into or becoming bound by any such material license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future.

Collateral. Borrower has good title, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇g▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this AgreementCertificate. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event ; provided, however, that Bank consents to Borrower, after the date hereoffrom time to time, intends to store or otherwise deliver any portion (i) depositing copies of the Collateral with a value its source code in excess of One Hundred Fifty Thousand Dollars ($150,000.00) escrow in the aggregate ordinary course of business and (ii) providing copies of confidential information concerning Borrower to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory third parties subject to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defectsstandard non-disclosure agreements. Borrower is the sole owner of its intellectual property, the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each patent that Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to . To the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property Intellectual Property violates the rights of any third party except to the extent such claim could would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureRestricted License.

Collateral. Borrower has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this AgreementCertificate. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory owned by borrower is in all material respects of good and marketable quality, free from material defects, other than such obsolete items of Inventory intended to be sold or disposed of by Borrower. To the best of Borrower’s knowledge, Borrower is the sole owner of its intellectual property, the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each patent that Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to . To the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property Intellectual Property violates the rights of any third party except to the extent such claim could would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureRestricted License.

Collateral. Borrower Each Obligor has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate Certificate. Other than demo or as otherwise permitted under this Agreement. None loaner equipment with an aggregate book value of up to One Million Dollars ($1,000,000.00) that is used in the sales and clinical trial process, none of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is Obligors are the sole owner owners of its intellectual property, the Intellectual Property which they own or purport to own except for non-exclusive (a) licenses granted to its customers in the ordinary course of businessbusiness consistent with Borrower’s past practices, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to an Obligor and noted on the Perfection Certificate. Each patent that Patent which it owns or purports to own and which is material to Borroweran Obligor’s business is valid and enforceablevalid, and no part of the intellectual property that Intellectual Property which any Obligor owns or purport’s to own and which is material to Borrowerany Obligor’s business has been judged invalid or unenforceable, in whole or in part, and to . To the best of Borrower’s Obligors’ knowledge, no written claim has been made that any part of the intellectual property Intellectual Property violates the rights of any third party except to the extent such claim could would not reasonably be expected to have a material adverse effect on Borrowerany Obligor’s business. Except as noted on the Perfection Certificate, Borrower no Obligor is not a party to, nor or is bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureRestricted License.

Collateral. (a) Borrower has and each of its Subsidiaries have good titletitle to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇g▇▇▇▇ ▇ ▇▇▇▇ hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower has no deposit nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the deposit accounts with Bank, Collateral Accounts or the deposit other investment accounts, if any, described in the Perfection Certificate Certificates delivered to Bank Collateral Agent in connection herewith, or herewith with respect of which Borrower or such Subsidiary has given Bank Collateral Agent notice and taken such actions as are necessary to give Bank Collateral Agent a perfected security interest therein. To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the The Accounts are bona fide, existing obligations of the Account Debtors. The . (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) except as otherwise provided no such third party bailee possesses components of the Collateral in the Perfection Certificate or as otherwise permitted under this Agreementexcess of One Hundred Thousand Dollars ($100,000.00). None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided disclosed in the Perfection Certificate Certificates on the Effective Date or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars 6.11. ($150,000.00c) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. . (d) Borrower and each of its Subsidiaries is the sole owner of its intellectual propertythe Intellectual Property each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business. Each patent that is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s businessall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificates, neither Borrower nor any of its Subsidiaries is not a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ai) that prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (bii) for which a default under or termination of could interfere with the BankCollateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Bank Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any such license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future.

Collateral. Borrower has good titletitle to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts Collateral Accounts at or with any bank or financial institution other than SVB or SVB’s Affiliates except for the deposit accounts with Bank, the deposit accounts, if any, Collateral Accounts described in the Perfection Certificate delivered to Bank Lender in connection herewith, or of herewith and which Borrower has given Bank notice and taken such actions as are necessary to give Bank Lender a perfected security interest therein. To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible other than the Collateral Accounts which that are Financed Receivables), included in the Accounts are bona fide, existing obligations of the Account DebtorsExcluded Property. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this AgreementCertificate. None of the components of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with a value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual property, the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each patent that Patent which Borrower owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to . To the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property Intellectual Property violates the rights of any third party except to the extent such claim could would not reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Effect. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the futureRestricted License.