Common use of Collateral Clause in Contracts

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder 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, if any, described in the Perfection Certificate delivered to Lender in connection herewith, or of which Borrower has given Lender notice and taken such actions as are necessary to give Lender a perfected security interest therein. 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 permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of 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 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 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. 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 would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate 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 Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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 Lender Bank in connection herewith, or of which Borrower has given Lender Bank notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein. 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 permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive 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 publicpublic and other non-material Intellectual Property licensed to Borrower, 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))Certificate. Each 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 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. To the best of Borrower’s knowledge, no claim has been made in writing that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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, if any, Collateral Accounts described in the Perfection Certificate delivered to Lender Bank in connection herewith, or of herewith and which Borrower has given Lender notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein, pursuant to the terms of Section 6.6(b). 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 permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. 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 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 (cd) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate (which shall as the same may be deemed updated from time to reflect information provided in any notice time and delivered by Borrower to Lender pursuant to Section 6.7(b)Bank). 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 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. 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 would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or (as contained in any notice the same may be updated from time to time and delivered by Borrower to Lender pursuant to Section 6.7(bBank), Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer transfer, each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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 Lender Bank in connection herewith, or of which Borrower has given Lender Bank notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein. 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 permitted pursuant to Section 7.2. None of the components of the Collateral shall be are currently being maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects 7.2 of good and marketable quality, free from material defectsthis Agreement. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive 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 (which shall be deemed updated to reflect information provided in any notice delivered by Borrower to Lender pursuant to Section 6.7(b))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 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. 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 would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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, if any, Collateral Accounts described in the Perfection Certificate (as the same may be updated from time to time) delivered to Lender Bank in connection herewith, or of herewith and which Borrower has given Lender notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein, pursuant to the terms of Section 6.6(b). 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 permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of 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 (which shall as the same may be deemed updated from time to reflect information provided in any notice delivered by Borrower to Lender time pursuant to Section 6.7(b6.8(b)). 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 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. 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 would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or (as contained in any notice delivered by Borrower the same may be updated from time to Lender time pursuant to Section 6.7(b6.8(b)), Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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, if any, Collateral Accounts described in the Perfection Certificate delivered to Lender Bank in connection herewith, or of herewith and which Borrower has given Lender notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein, pursuant to the terms of Section 6.6(b). 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 permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of 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) 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))Certificate. Each 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 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. 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 would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower Bxxxxxxx is the record and beneficial owner of, and has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to pledged by Borrower under the Debenture, Pledge Agreement free and clear of any and all Liens liens whatsoever except Permitted Liens. Borrower has no deposit accounts such other than the deposit accounts, if any, described in the Perfection Certificate delivered to Lender in connection herewith, or of which Borrower has given Lender notice and taken such actions liens as are necessary permitted pursuant to give Lender a perfected security interest thereinthe Loan Documents and the liens created by the Loan Documents. The Collateral is not and will not be subject to any contractual restriction upon the transfer thereof (except for any such restriction contained in the Pledge Agreement, this Agreement and the Mortgage Loan Agreement). The Pledge Agreement, together with the delivery of any certificates evidencing the Equity Interests and the UCC Financing Statement relating to the Collateral, when properly filed in the appropriate records and/or delivered to Lender (as applicable), will create a valid, perfected first-priority security interest in the Collateral. Borrower’s delivery of the certificates, if any, to Lender as set forth in the Pledge Agreement creates a first priority valid and perfected security interest in the Collateral as defined in the Pledge Agreement. No creditor of Borrower other than Lender has in its possession any certificates or other documents that constitute or evidence the Collateral or the possession of any third party bailee (such as which would be required to perfect a warehouse) except as otherwise provided security interest in the Perfection Certificate, Collateral. The Equity Interests have been duly authorized and validly issued and are not subject to any options to purchase or as permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of 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 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 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. To the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the similar rights of any third party except Person. Upon the exercise of its rights and remedies under the Pledge Agreement, Lxxxxx may succeed to all of the extent such claim would not reasonably rights, titles and interest of Borrower in Mortgage Borrower without the consent of any other Person and may, without the consent of any other Person, be expected to have a material adverse effect on admitted as the sole member of Mortgage Borrower’s business. Except Bxxxxxxx agrees that, unless expressly provided otherwise, all of the representations and warranties of Borrower set forth in this Article 3 and expressly set forth elsewhere in this Agreement and the other Loan Documents are made as noted on of the Perfection Certificate or as contained date hereof but shall survive until the Debt has been repaid 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 Restricted Licensefull.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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 Lender Bank in connection herewith, or of which Borrower has given Lender Bank notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein. 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. Other than mobile equipment in the possession of Borrower’s employees or agents in an amount not to exceed Fifty Thousand Dollars ($50,000.00) in the aggregate, or as permitted pursuant to Section 7.2. None none of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted 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 to a bailee in excess of Fifty Thousand Dollars ($50,000.00), 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 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 sole owner of the Intellectual Property which it owns or purports to own except for licensee (a) non-exclusive licenses granted to its customers that prohibits or otherwise restricts Borrower from granting a security interest in the ordinary course of businessBorrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of which 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 reasonable 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 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 (cy) material Intellectual Property licensed Bank to Borrower and noted on have the Perfection Certificate (which shall be deemed updated to reflect information provided ability in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)). Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part the event of the 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. To the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights a liquidation of any third party except Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate 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 Restricted Licenseother Loan Documents.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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, if any, Collateral Accounts described in the Perfection Certificate delivered to Lender Bank in connection herewith, or of herewith and which Borrower has given Lender notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein, to the extent required by and pursuant to the terms of Section 6.6(b). 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 permitted pursuant to Section 7.2. None of the components of the Collateral (other than mobile equipment in the possession of Borrower’s employees and agents) shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of 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))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 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. 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 would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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 or in the Schedule of Exceptions delivered to Lender Bank in connection herewith, or of which Borrower has given Lender Bank notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein. 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 permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of 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 licenses of Intellectual Property that could not result in a legal transfer of title of the licensed property but that may be exclusive with respect to Borrower geographic location, limited time duration, field of use and noted on customized products for specific customers. To 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 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 and, to the best of Borrower’s knowledge, no part of the 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. To the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property which Borrower owns or purports to own violates the rights of any third party except to the extent that a successful pursuit of claimant of such claim would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)the Schedule of Exceptions, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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 the deposit Collateral Accounts with Borrower’s Account Banks or the other investment accounts, if any, described in the Perfection Certificate delivered to Lender Collateral Agent in connection herewith, or herewith with respect of which Borrower has given Lender Collateral Agent notice and taken such actions as are necessary to give Lender Collateral Agent a perfected security interest therein. The On the Effective Date, the Collateral (other than raw materials or unfinished products that may be in transit or located at third party manufacturing sites) is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided disclosed in the Perfection Certificate, . None of the components of the Collateral (other than raw materials or unfinished products that may be in transit or located at third party manufacturing sites) shall be maintained at locations other than as disclosed in the Perfection Certificate on the Effective Date or as permitted pursuant to Section 7.2. None of In the components event that Borrower, after the Effective Date, intends to store or otherwise deliver any portion of the Collateral shall be maintained at locations to a bailee (other than as provided raw materials or unfinished products that may be in transit or located at third party manufacturing sites), then Borrower will first receive the Perfection Certificate or as permitted pursuant written consent of Collateral Agent and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Section 7.2Collateral Agent in its reasonable discretion. All Inventory is in all material respects of good and marketable (although not necessarily approved for sale to the public as regulated by the FDA) quality, free from material defects. Borrower is the sole owner of the its Intellectual Property which it owns or purports to own Property, except for (a) non-exclusive licenses granted to its customers permitted by the terms of Section 7.1 hereof and those licenses described in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, Perfection Certificate. Schedule 5.2 sets forth all patents and (c) material Intellectual Property patent applications owned or exclusively licensed to Borrower and noted on the Perfection Certificate (indicates which shall be deemed updated to reflect information provided in any notice delivered of such patents and patent applications are owned by Borrower to Lender pursuant to Section 6.7(b)and which are licensed by Borrower from third parties (the “Licensed IP”). Each Patent which it owns or purports to own and which The Licensed IP is material to not necessary for the conduct of Borrower’s business is Ataluren (PTC124), PTC299 and GEMS research and development programs nor the manufacture, sale and marketing of products, if any, which may be developed from such programs. Each issued Patent owned by Borrower is, to the best of Borrower’s knowledge, valid and enforceable, enforceable and no part of the 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. To , 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 would could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)Certificate, Borrower is not a party to, nor is it bound by, any Restricted Licensematerial license or other agreement with respect to which Borrower is a licensee that (a) 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 Collateral Agent’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent 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). In respect of such licenses or agreements, Borrower shall take such steps as Collateral Agent requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (x) all such licenses or agreements to be deemed “Collateral” and for Collateral Agent 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) Collateral Agent to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Collateral Agent’s rights and remedies under this Agreement and the other Loan Documents. Notwithstanding the foregoing, the terms of the preceding sentence shall not apply to exclusive and non-exclusive license agreements solely for the use of the intellectual property of a third party in which Borrower is licensee.

Collateral. Borrower has good title to, has rights in, and the power to transfer transfer, each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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 Lender Bank in connection herewith, or of which Borrower has given Lender Bank notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein. 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 permitted pursuant to Section 7.2. None of the components of the Collateral shall be are currently being maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects 7.2 of good and marketable quality, free from material defectsthis Agreement. Borrower is the sole owner of 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))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 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. 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 would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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, if any, Collateral Accounts described in the Perfection Certificate delivered to Lender Bank in connection herewith, or of herewith and as to which Borrower has given Lender notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein, pursuant to the terms of Section 6.7(b). 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 permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of 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))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 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. 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 would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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, if any, Collateral Accounts described in the Perfection Certificate delivered to Lender Bank in connection herewith, or of herewith and which Borrower has given Lender notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein, pursuant to the term of Section 6.8(b). 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 permitted pursuant to Section 7.2. None of the components of the Collateral (other than mobile equipment such as laptop computers and mobile phones in the possession of Borrower’s employees or agents) shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of 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))Certificate. Each 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 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. To the best of Borrower’s knowledge, except as noted in the Perfection Certificate, 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 would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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, if any, Collateral Accounts described in the Perfection Certificate delivered to Lender Bank in connection herewith, or of herewith and which Borrower has given Lender notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein, pursuant to the terms of Section 6.6(b). 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 permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of 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))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 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. 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 would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or as contained disclosed in any notice delivered by Borrower to Lender writing pursuant to Section 6.7(b6.8(b), Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Co-Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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, if any, Collateral Accounts described in the Perfection Certificate delivered to Lender Bank in connection herewith, or of herewith and which Co-Borrower has given Lender notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein, pursuant to the terms of Section 6.8(b). 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, Certificate or as permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. Co-Borrower is the sole owner of 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 businesspermitted hereunder, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Co-Borrower and noted on the Perfection Certificate Certificate, and (which shall be deemed updated to reflect information provided in any notice delivered by Borrower to Lender pursuant to Section 6.7(b))d) open source software. Each 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 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. To the best of Co-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 would not reasonably be expected to have a material adverse effect on Co-Borrower’s business. Except as noted on the Perfection Certificate or as contained otherwise disclosed in any notice delivered by Borrower writing to Lender pursuant to Section 6.7(b)Bank, Co-Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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, if any, Collateral Accounts described in the Perfection Certificate delivered to Lender Bank in connection herewith, or of herewith and which Borrower has given Lender notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein, pursuant to the term of Section 6.8(b). 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 permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of 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 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 (which shall be deemed updated to reflect information provided in any notice delivered by Borrower to Lender pursuant to Section 6.7(b))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 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. 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 would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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, if any, Collateral Accounts described in the Perfection Certificate delivered to Lender Bank in connection herewith, or of herewith and which Borrower has given Lender notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein, pursuant to the terms of Section 6.7(c). 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 permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of 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))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 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. 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 would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title totitle, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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 Lender Bank in connection herewith, or of which Borrower has given Lender Bank notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein. To Borrower’s knowledge, 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 pursuant to Section 7.2under 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 permitted 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 the Intellectual Property which it owns or purports to own its intellectual property, 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 which it owns or purports to own and which patent that is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which intellectual property that is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To , 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 would could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)Certificate, Borrower is not a party to, nor is it bound by, any Restricted Licensematerial 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 title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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, if any, Collateral Accounts described in the Perfection Certificate delivered to Lender Bank in connection herewith, or of herewith and which Borrower has given Lender notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein, pursuant to the terms of Section 6.8(b). 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 permitted pursuant to Section 7.2. None of the components of the Collateral (other than Offsite Collateral) shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of 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))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 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. 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 would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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, if any, Collateral Accounts described in the Perfection Certificate delivered to Lender Bank in connection herewith, or of herewith and which Borrower has given Lender notice and taken such actions as are necessary to give Lender Bank a perfected security interest thereintherein 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 employees and identified to 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 CertificateCertificate and except for Inventory that may be held by clinical research organizations, clinical sites or as permitted pursuant to Section 7.2other third parties in the ordinary course of business. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers customers, partners or collaborators 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 or jointly owned by Borrower to Lender pursuant to Section 6.7(b))under its collaboration or license agreements with its customers. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no No part of the 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. To the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property that is material to Borrower’s business violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate 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 Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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 Lender Bank in connection herewith, or of which Borrower has given Lender Bank notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein. 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 permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is In the event that Borrower, after the date hereof, intends to store with, or otherwise deliver to, a bailee any portion of the Collateral having a balue in excess of Fifty Thousand Dollars ($50,000.00) in any location and not to exceed One Hundred Thousand Dollars ($100,000.00) in the aggregate for all material respects locations, then Borrower will first receive the written consent of good Bank and marketable quality, free from material defectssuch bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. Borrower is the sole owner of the Intellectual Property which it owns or purports to own its intellectual property, 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 which it owns or purports to own and which is material to of Borrower’s business patents is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business intellectual property has been judged invalid or unenforceable, in whole or in part. To , and to the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property Borrower’s intellectual property violates the rights of any third party except to the extent such claim would could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate 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 Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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, if any, Collateral Accounts described in the Perfection Certificate delivered to Lender Bank in connection herewith, or of herewith and which Borrower has given Lender notice and taken such actions as are necessary requested by Bank to give Lender 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). 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 permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of 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 as may be deemed updated from time to reflect information provided in any notice delivered by Borrower to Lender time pursuant to Section 6.7(b6.8(b)). 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 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. 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 would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx gxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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 Lender Bank in connection herewith, or of which Borrower has given Lender Bank notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein. 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 permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of 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))Certificate. Each 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 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. 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 would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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, if any, Collateral Accounts described in the Perfection Certificate delivered to Lender Bank in connection herewith, or of herewith and which Borrower has given Lender notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein, pursuant to the terms of Section 6.8(c). 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 permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of 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))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 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. 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 would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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, if any, Collateral Accounts described in the Perfection Certificate delivered to Lender Bank in connection herewith, herewith or of as to which Borrower has given Lender the Bank notice and has taken such actions as are necessary to give Lender Bank a perfected security interest therein, pursuant to the terms of Section 6.8(b). 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 permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of 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 as the same may be deemed updated from time to reflect information provided in any notice delivered by Borrower to Lender time pursuant to Section 6.7(b6.10(b)). Each 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 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. 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 would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or (as contained in any notice delivered by Borrower the same may be updated from time to Lender time pursuant to Section 6.7(b6.10(b)), Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, free and clear of any and all Liens except Permitted Liens. Other than as permitted pursuant to Section 6.8 hereof, 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 Lender Bank in connection herewith, or of which Borrower has given Lender Bank notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. As of the date hereof, no portion of the Collateral (other than (i) Field Equipment maintained with Borrower’s customers and/or end users of such Field Equipment, and (ii) other assets with a value of no more than $250,000 at any 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 permitted pursuant to Section 7.2. None of the components of the Collateral (other than (i) Field Equipment maintained with Borrower’s customers and/or end users of such Field Equipment, and (ii) other assets with a value of no more than $250,000 at any location) shall be maintained at locations other than as provided in the Perfection Certificate or as 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 to a bailee (other than (i) Field Equipment maintained with Borrower’s customers and/or end users of such Field Equipment, and (ii) other assets with a value of no more than $250,000 at any location), then Borrower will use commercially reasonable efforts to deliver to the Bank an executed 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 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 and, as of the date hereof 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))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 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. 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 would not reasonably be expected to have a material adverse effect on Borrower’s businessbusiness taken as a whole. Except as noted on the Perfection Certificate or Certificate, and as contained in any notice delivered by Borrower to Lender may notify Bank pursuant to Section 6.7(b)6.10(c) hereof, Borrower is not a party to, nor is it bound by, any Restricted LicenseLicense (other than any open source or over the counter software that is commercially available to the public).

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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, if any, Collateral Accounts described in the Perfection Certificate delivered to Lender Bank in connection herewith, or of herewith and which Borrower has given Lender notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein, pursuant to the terms of Section 6.6(b). 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 permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory that is to be sold in the ordinary course of business is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of 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))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 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. 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 would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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, if any, Collateral Accounts described in the Perfection Certificate delivered to Lender Bank in connection herewith, or of herewith and which Borrower has given Lender notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein, pursuant to the terms of Section 6.8(b) or other deposit accounts expressly permitted hereby. 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 permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of 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 and, in the case of licenses in effect on the date of this Agreement, 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))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 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. 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 would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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 Lender Bank in connection herewith, or of which Borrower has given Lender Bank notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein. 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 permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory Financed Equipment is new, except for such Financed Equipment that has been disclosed in all material respects of good writing to Bank by Borrower as “used” and marketable qualitythat Bank, free from material defectsin its sole discretion, has agreed to finance. Borrower is the sole owner of 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 publicpublic and other non-material Intellectual Property licensed to Borrower, 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))Certificate. Each 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 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. To the best of Borrower’s knowledge, no claim has been made in writing that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Collateral for a loan made by Lender to Borrower has good shall consist of cas, or if acceptable to Lender, cash and/or securities issued or guaranteed by the United States government or its agencies or instrumentalities in an amount equal to at least 105% of the market value of the Securities. (The amount of any such cash or other collateral plus the aggregate of all additional amounts deposited by Borrower with Lender pursuant to paragraph 4 hereof plus amounts received on investments made by Lender pursuant to paragraph 7 hereof and less the aggregate of all amounts released by Lender pursuant to paragraph 4 hereof is called the “Collateral”). The market value of the Securities (including Debt Securities, as defined below) and of any securities accepted by Lender as Collateral shall be determined on the basis of the last reported sales prices on the principal securities exchange on which the Securities or such securities accepted as Collateral are traded or, if not so traded, as reasonably determined by Lender. However, if the Securities are obligations of the Specified Country government or its agencies or are debt obligations of the Specified Country corporations, including bonds, debentures, notes, certificates or other evidence of indebtedness (“Debt Securities”), Borrower shall deliver Collateral in an amount equal to 105% of the market value of the Debt Securities plus the interest accrued on such Debt Securities. The Collateral shall secure all obligations of Borrower to Lender hereunder, and Lender, in addition to all its other rights with respect thereto under this Agreement shall have a continuing security interest in and lien upon, or title to, has rights in, and the power to transfer each item of the Collateral upon which it purports and shall have right of set-off with respect to xxxxx x Xxxx hereunder or pursuant all Collateral as to the Debenture, free and clear all obligations of any and all Liens except Permitted Liens. Borrower has no deposit accounts other than the deposit accounts, if any, described in the Perfection Certificate delivered to Lender in connection herewith, or of which Borrower has given Lender notice and taken such actions as are necessary to give Lender a perfected security interest therein. 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 permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of 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 whether arising under this Agreement or otherwise. Borrower represents and warrants that it has the unqualified right to Section 6.7(b)). Each Patent sell, transfer, assign or pledge the collateral which it owns or purports will become Collateral and that such collateral, upon delivery to own and which is material to Borrower’s business is valid and enforceableLender, and no part of the 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. To the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights will be free of any third party except to the extent such lien, claim would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate 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 Restricted Licenseencumbrance.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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 Lender Bank in connection herewith, or of which Borrower has given Lender Bank notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein. 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 permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive 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 (which shall be deemed updated to reflect information provided in any notice delivered by Borrower to Lender pursuant to Section 6.7(b))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 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. 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 would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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, if any, Collateral Accounts described in the Perfection Certificate delivered to Lender Bank in connection herewith, or of herewith and which Borrower has given Lender notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein, pursuant to the terms of Section 6.8(b). 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 permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of 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 publicpublic and other non-material Intellectual Property licensed to Borrower, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate Certificate, and (which shall be deemed updated to reflect information provided in d) licenses for the use of the Intellectual Property of Borrower or any notice delivered by of its Subsidiaries entered into an arms-length basis between or among Borrower to Lender pursuant to Section 6.7(b))and Borrower’s Subsidiaries. Each 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 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. 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 would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or as contained in any notice delivered by Borrower disclosed to Lender Bank pursuant to Section 6.7(b6.10(b), Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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, if any, Collateral Accounts described in the Perfection Certificate delivered to Lender Bank in connection herewith, or of herewith and which Borrower has given Lender notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein, pursuant to the terms of Section 6.6(b). 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 permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of 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))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 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. 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 would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debentureunder this Agreement and other Loan Documents, 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, if any, Collateral Accounts described in the Perfection Certificate delivered to Lender in connection herewith, or of and which Borrower has given Lender Agent notice and taken such actions as are necessary to give Lender Agent, for the ratable benefit of the Lenders, a perfected security interest therein, pursuant to the terms of Section 6.6(c). 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 permitted pursuant to Section 7.2. None of the components of the Collateral (other than mobile equipment such as laptop computers in the possession of Borrower’s employees or agents) shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive 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 (which shall be deemed updated to reflect information provided in any notice delivered by Borrower to Lender pursuant to Section 6.7(b))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 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. 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 would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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 Lender Bank in connection herewith, or of which Borrower has given Lender Bank notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein. 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 permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as 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 to a bailee, 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 sole discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of the Intellectual Property which it owns or purports to own its intellectual property, except for (a) exclusive licenses for certain OEM customers and non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to . 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 which it owns or purports to own and which is material to best of Borrower’s business knowledge, each patent is valid and enforceable, enforceable and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business intellectual property has been judged invalid or unenforceable, in whole or in part. To , 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 would could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate 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 Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder 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, if any, Collateral Accounts described in the Perfection Certificate delivered to Lender Bank in connection herewith, or of herewith and which Borrower has given Lender notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein, pursuant to the terms of Section 6.6(b). 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 permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of 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))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 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. 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 would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate Certificate, or as contained in any notice delivered by Borrower to Lender has otherwise notified Bank pursuant to the terms of Section 6.7(b)6.7(c) hereof, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx gxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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, if any, Collateral Accounts described in the Perfection Certificate delivered to Lender Bank in connection herewith, or of herewith and which Borrower has given Lender notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein, pursuant to the terms of Section 6.6(b). 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 permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-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))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 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. To the best of Borrower’s ’ 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 would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Each Borrower and Guarantor has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the DebentureCollateral, 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 Lender Bank in connection herewith, or of which Borrower has given Lender Bank notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein. 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 and in respect of which a landlord’s or as permitted pursuant to Section 7.2bailee’s consent or waiver has been obtained. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or Certificate. All Financed Equipment is new, except for such Financed Equipment that has been disclosed in writing to Bank by Borrower as permitted pursuant “used” and that Bank, in its sole discretion, has agreed to Section 7.2finance. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of the Intellectual Property which it owns or purports to own Property, 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 which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, enforceable (save for any patent applications) and no part of the 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. To , 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 violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s businessparty. Except as noted on disclosed in the Perfection Certificate or as contained in any notice delivered by Certificate, neither Borrower to Lender pursuant to Section 6.7(b), Borrower nor Guarantor is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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, if any, Collateral Accounts described in the Perfection Certificate delivered to Lender Bank in connection herewith, or of herewith and which Borrower has given Lender notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral (excluding any laptops, phones, and similar property held by employees in the 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, Certificate or as permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted otherwise disclosed to Bank in writing pursuant to Section 7.2. All Inventory (excluding Experimental Compounds) is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of 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 businesspermitted 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 (which shall be deemed updated or disclosed to reflect information provided Bank in any notice delivered by Borrower to Lender writing pursuant to Section 6.7(b)). 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 which Borrower owns or purports to own and which is material to Borrower’s business has has, been judged invalid or unenforceable, in whole or in part. 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 would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or as contained disclosed to Bank in any notice delivered by Borrower to Lender writing pursuant to Section 6.7(b), Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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, if any, Collateral Accounts described in the Perfection Certificate delivered to Lender Bank in connection herewith, or of herewith and which Borrower has given Lender notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein, pursuant to the terms of Section 6.8(b). 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 permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of 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))Certificate. Each 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 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. 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 would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Except as noted on the Perfection Certificate, Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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, if any, Collateral Accounts described in the Perfection Certificate delivered to Lender Bank in connection herewith, or of herewith and which Borrower has given Lender notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein, pursuant to the term of Section 6.6(b). 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 permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of 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, permitted by Section 7.1 hereof; (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))Certificate. Each Patent which it 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 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. 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 would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title totitle, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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 Lender Bank in connection herewith, or of which Borrower has given Lender Bank notice and taken such actions as are necessary to give Lender 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 or as otherwise permitted pursuant to Section 7.2under 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 permitted 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 the Intellectual Property which it owns or purports to own its intellectual property, 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 which it owns or purports to own and which patent that is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which intellectual property that is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To , 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 would could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)Certificate, Borrower is not a party to, nor is it bound by, any Restricted Licensematerial 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 title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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 Lender Bank in connection herewith, or of which Borrower has given Lender Bank notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein. 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 permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate Certificate, unless Borrower has given Bank written notice of such other locations. In the event that Borrower, after the date hereof, intends to store or as permitted pursuant otherwise deliver any portion of the Collateral to Section 7.2a bailee, 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 sole discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Except as described in its Perfection Certificate, Borrower is the sole owner of the Intellectual Property which it owns or purports to own its intellectual property, 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 which it owns or purports to own and which is material to Borrower’s business patent is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business intellectual property has been judged invalid or unenforceable, in whole or in part. To , 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 would could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)Certificate, Borrower is not a party to, nor is it bound by, any Restricted Licensematerial 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 thirty (30) 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 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 title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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 Lender Bank in connection herewith. The Accounts are bona fide, or existing obligations of which Borrower has given Lender notice and taken such actions as are necessary to give Lender a perfected security interest thereinthe Account Debtors. The Collateral is not in the possession of any third third-party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate, or as permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted 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 to a bailee, 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 sole discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of the Intellectual Property which it owns or purports to own its intellectual property, 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 which it owns or purports to own and which is material to Borrower’s business patent is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business intellectual property has been judged invalid or unenforceable, in whole or in part. To , 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 third-party except to the extent such claim would could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)Certificate, Borrower is not a party to, nor is it bound by, any Restricted Licensematerial license or other agreement with respect to which Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property. Borrower shall provide written notice to Bank within thirty (30) 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 agreement (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. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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 Lender Bank in connection herewith, or of which Borrower has given Lender Bank notice and taken such actions as are necessary to give Lender 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). 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 permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of 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 Bank pursuant to Section 6.7(b)). 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 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. 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 would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or the Schedule or as contained in any notice delivered by Borrower to Lender Bank pursuant to Section 6.7(b), Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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, if any, Collateral Accounts described in the Perfection Certificate delivered to Lender Bank in connection herewith, or of which Borrower has given Lender Bank notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein, to the extent required by the terms of Section 6.8(b). To Borrower'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, Certificate or as permitted pursuant to Section 7.2. None of the components of the Collateral shall be are currently being maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects 7.2 of good and marketable quality, free from material defectsthis Agreement. Borrower is the sole owner of 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))Certificate. Each 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 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. To the best of Borrower’s 's knowledge, no claim has been made in writing that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s 's business. Except as noted on the Perfection Certificate Certificate, or as contained in any with respect to which notice delivered by Borrower to Lender is provided pursuant to Section 6.7(b)6.9(c) hereof, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer transfer, each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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 Lender Bank in connection herewith, or of which Borrower has given Lender Bank notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein. 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 permitted pursuant to Section 7.2. None of the components of the Collateral shall be are currently being maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects 7.2 of good and marketable quality, free from material defectsthis Agreement. Borrower is the sole owner of 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 other 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))Borrower. Each 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 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. 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 would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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 Lender Bank in connection herewith, or of which Borrower has given Lender Bank notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein. 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 permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. Borrower shall at all times during the term of this Agreement maintain at least two-thirds of its Inventory (based upon the fair market value of all Inventory) at Borrower’s 000 Xxxxxx Xxxx Xxxxx, Xxxxxxx, Xxxxxxxxxxxxx location and at other locations of the Borrower for which Bank has received a landlord’s waiver in form and substance reasonably satisfactory to Bank. 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 the Intellectual Property intellectual property which it Borrower owns or purports to own own, including, without limitation, the intellectual property set forth on the Perfection Certificate, 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 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 patent which Borrower owns or purports to own is valid and which is material to Borrower’s business enforceable and no part of the intellectual property has been judged invalid or unenforceable, in whole or in part. To , 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 would not reasonably be expected to have a material adverse effect on Borrower’s businessparty. Except as noted on the Perfection Certificate or as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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. The Accounts are bona fide, existing obligations of the deposit accounts, if any, described in the Perfection Certificate delivered to Lender in connection herewith, or of which Borrower has given Lender notice and taken such actions as are necessary to give Lender a perfected security interest thereinAccount 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 permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive 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 (which shall be deemed updated to reflect information provided in any notice delivered by Borrower to Lender pursuant to Section 6.7(b))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 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. 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 would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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, if any, Collateral Accounts described in the Perfection Certificate delivered to Lender Bank in connection herewith, or of herewith and which Borrower has given Lender notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein, pursuant to the terms of Section 6.6(b). 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 permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of 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 (which shall be deemed updated to reflect information provided in any notice delivered by Borrower to Lender pursuant to Section 6.7(b))Certificate. Each 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 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. 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 would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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 Lender Bank in connection herewith, or of which Borrower has given Lender Bank notice and taken such actions as are necessary to give Lender Bank a perfected security interest thereintherein (with the exception of the HRP 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 permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted 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 to a bailee, 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 sole discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of the Intellectual Property which it owns or purports to own its intellectual property, 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 which it owns or purports to own and which is material to Borrower’s business patent is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business intellectual property has been judged invalid or unenforceable, in whole or in part. To , 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 would could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)Certificate, Borrower is not a party to, nor is it bound by, any Restricted Licensematerial license or other agreement with respect to which Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property. 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 agreement (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. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant under the Loan Documents to the Debenturewhich it is a party, free and clear of any and all Liens except Permitted Liens. Borrower has no does not have any deposit accounts other than the deposit accounts with Xxxxx Fargo Bank and ABN AMRO, the deposit accounts, if any, described in the Perfection Certificate delivered to Lender in connection herewith, or of which Borrower has given Lender notice and taken such actions as are necessary to give Lender a perfected security interest therein. 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 permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral, other than Excluded Property, to a bailee, then Borrower will first receive the written consent of Lender and such bailee must execute and deliver a bailee agreement in all material respects of good form and marketable quality, free from material defectssubstance satisfactory to Lender in its sole discretion. Borrower is the sole owner of 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 publicpublic and non-material inbound-licensed Intellectual Property, 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))Certificate. Each 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 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. 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 would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower Xxxxxxxx has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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, if any, Collateral Accounts described in the Perfection Certificate delivered to Lender Bank in connection herewith, or of herewith and which Borrower has given Lender notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein, pursuant to the terms of Section 6.8(c). 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 permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of 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))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 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. To the best of BorrowerXxxxxxxx’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 would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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, if any, Collateral Accounts described in the Perfection Certificate delivered to Lender Bank in connection herewith, or of herewith and which Borrower has given Lender notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein, pursuant to the term of Section 6.6(b). 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 permitted pursuant to Section 7.2Certificate and except for Collateral valued at less than One Hundred Fifty Thousand Dollars ($150,000) at any time. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory 7.2 or Collateral which by its very nature is in all material respects intended to be maintained at locations other than the Borrower’s places of good and marketable quality, free from material defectsbusiness. Borrower is the sole owner of the Intellectual Property which that 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))Certificate. Each Patent which that 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 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. 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 would not reasonably be expected to have a material adverse effect on Borrower’s business. All Inventory is in all material respects of good and marketable quality, free from material defects. Except as noted on the Perfection Certificate or as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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, if any, Collateral Accounts described in the Perfection Certificate delivered to Lender Bank in connection herewith, or of herewith and which Borrower has given Lender notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein, pursuant to the term of Section 6.6(b). 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. Other than mobile Equipment in the possession of Borrower’s employees or agents, or as permitted pursuant to Section 7.2. None none of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive 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 (which shall be deemed updated to reflect information provided in any notice delivered by Borrower to Lender pursuant to Section 6.7(b))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 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. 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 would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other than the deposit accounts with Lender, the deposit accounts, if any, described in the Perfection Certificate delivered to Lender in connection herewith, or of which Borrower has given Lender notice and taken such actions as are necessary to give Lender a perfected security interest therein. 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 permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as 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 having a book value in excess of Fifty Thousand Dollars ($50,000) to a bailee, then Borrower will first receive the written consent of Lender and such bailee must execute and deliver a bailee agreement in form and substance reasonably satisfactory to Lender. All Inventory is in all material respects of good and marketable quality, free from material defects. Except as noted on the Perfection Certificate, Borrower is the sole owner of the Intellectual Property not a party to, nor is bound by, any material license or other material agreement with respect to which it owns or purports to own except for Borrower is a licensee that (a) non-exclusive licenses granted to its customers prohibits or otherwise restricts Borrower from granting a security interest in the ordinary course of businessBorrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with Lender’s right to sell any Collateral. Borrower shall provide written notice to Lender 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 Lender reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (x) all such licenses or agreements to be deemed “Collateral” and for 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, whether now existing or entered into in the future, and (cy) material Intellectual Property licensed to Borrower and noted on Lender shall have the Perfection Certificate (which shall be deemed updated to reflect information provided ability in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)). Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part the event of the 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. To the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights a liquidation of any third party except Collateral to dispose of such Collateral in accordance with Lender’s rights and remedies under this Agreement and the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate 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 Restricted Licenseother Loan Documents.

Collateral. Borrower Each Credit Party has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to under the DebentureLoan 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, if any, Collateral Accounts described in the Perfection Certificate delivered to Lender 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 Lender notice and the Credit Parties have taken such actions as are necessary to give Lender Bank a perfected security interest therein, pursuant to the term of Section 6.6. 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 permitted pursuant to Section 7.2Certificate and 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 shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.27.2 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 ordinary course of business in an aggregate amount for all such locations not to exceed One Million Dollars ($1,000,000.00). 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 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 a Credit Party 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))Certificate. Each Patent which it 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 which Borrower 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. 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 would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)Certificate, Borrower no Credit Party is not a party to, nor is it bound by, any Restricted License.

Collateral. Each Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, free and clear of any and all Liens except Permitted Liens. No 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, if any, Collateral Accounts described in the Perfection Certificate Certificates delivered to Lender Bank in connection herewith, or of herewith and which the applicable Borrower has given Lender notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein, pursuant to the terms of Section 6.8(b). 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 permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Except for obsolete goods or excess material related to Inventory that will not be marketed for sale, all Inventory is in all material respects of good and marketable quality, free from material defects. Each Borrower is the sole owner of 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))such Borrower. Each 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 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. To the best of each 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 would not reasonably be expected to have cause a material adverse effect on Material Adverse Change in any Borrower’s business. Except as noted on the Perfection Certificate 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 Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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, if any, Collateral Accounts described in the Perfection Certificate delivered to Lender Bank in connection herewith, herewith or of disclosed to Bank pursuant to Section 6.7(b).and which Borrower has given Lender notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein, pursuant to and to the extent required by the terms of Section 6.7(b). 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 permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Borrower’s Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of 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 publicpublic and other non-material Intellectual Property licensed to Borrower, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate or as otherwise disclosed to Bank and (which shall d) licenses of Intellectual Property that could not result in a legal transfer of title of the licensed property that may be deemed updated exclusive in respects other than territory and that may be exclusive as to reflect information provided in any notice delivered by Borrower territory only as to Lender pursuant to Section 6.7(b))discreet geographical areas outside of the United States. Each 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 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. To the best of Borrower’s knowledge, no claim has been made in writing that any part of the Intellectual Property owned by Borrower violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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 Lender Bank in connection herewith, or of which Borrower has given Lender Bank notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein. The Collateral (other than Equipment with Borrower’s agents or employees in the ordinary course of business and Inventory in transit in the 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 permitted pursuant to Section 7.2. None of the components of the Collateral (other than Equipment with Borrower’s agents or employees in the 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 permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of 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))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 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. 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 would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License. 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.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to and under the DebentureISR 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, if any, Collateral Accounts described in the Perfection Certificate delivered to Lender Bank in connection herewith, or of herewith and which Borrower has given Lender notice and taken such actions as are necessary to give Lender 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). 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 permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of 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))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 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. 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 would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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, if any, Collateral Accounts described in the Perfection Certificate delivered to Lender Bank in connection herewith, or of herewith and which Borrower has given Lender notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein, pursuant to the terms of Section 6.8(b). 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 Certificate (as permitted the same may be updated from time to time pursuant to Section 7.2). None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as 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 to a bailee valued, individually or in the aggregate, in excess of Fifty Thousand Dollars ($50,000), 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 sole discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of 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 as the same may be deemed updated from time to reflect information provided in any notice delivered by Borrower to Lender time pursuant to Section 6.7(b6.10(b)). Each 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 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. To the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or (as contained in any notice delivered by Borrower the same may be updated from time to Lender time pursuant to Section 6.7(b6.10(b)), Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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, if any, Collateral Accounts described in the Perfection Certificate delivered to Lender Bank in connection herewith, or of which Borrower has given Lender Bank notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein, to the extent required by the terms of Section 6.6(b). To Borrower'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, Certificate or as permitted pursuant to Section 7.2. None of the components of the Collateral shall be are currently being maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects 7.2 of good and marketable quality, free from material defectsthis Agreement. Borrower is the sole owner of 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))Certificate. Each 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 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. To the best of Borrower’s 's knowledge, no claim has been made in writing that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s 's business. Except as noted on the Perfection Certificate Certificate, or as contained in any with respect to which notice delivered by Borrower to Lender is provided pursuant to Section 6.7(b)6.7(c) hereof, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, has rights in, and or the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, free and clear of any and all Liens except Permitted Liens. Except as permitted under Section 6.8, Borrower has no deposit accounts domestic Deposit Accounts other than the deposit accountsDeposit Accounts with Bank or the Deposit Accounts, if any, any described in the Perfection Certificate delivered to Lender Bank in connection herewith, or of which Borrower has given Lender Bank notice and and, to the extent required herein, taken such actions as are necessary to give Lender Bank a perfected security interest therein. 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. In the event that Borrower, after the date hereof, intends to store or as permitted pursuant to Section 7.2. None of the components otherwise deliver any portion of the Collateral shall be maintained at locations other than as provided in excess of One Million Dollars ($1,000,000) to a bailee, then Borrower will first receive the Perfection Certificate or as permitted pursuant written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Section 7.2. All Inventory is Bank in all material respects of good and marketable quality, free from material defectsits reasonable discretion. Borrower is the sole owner of 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))Certificate. 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 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. To the best of Borrower’s 's knowledge, no claim has been made that any part of the Intellectual Property included in the Collateral violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s 's business. Except as noted on the Perfection Certificate or as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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 the deposit Collateral Accounts with SVB and Royal Bank of Canada or the other investment accounts, if any, described in the Perfection Certificate delivered to Lender Collateral Agent in connection herewith, or herewith in respect of which Borrower has given Lender Collateral Agent notice and taken such actions as are necessary to give Lender Collateral Agent a perfected security interest therein. 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 permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as 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 to a bailee, then Borrower will first receive the written consent of Collateral Agent and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Collateral Agent. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of the Intellectual Property which it owns or purports to own its intellectual property, except for (a) non-exclusive licenses granted to its customers by Borrower in connection with joint ventures and corporate collaborations 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 which it owns or purports to own and which is material to Borrower’s business issued patent is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business intellectual property has been judged invalid or unenforceable, in whole or in part. To the best of , and to 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 would could not reasonably be expected to have a material adverse effect on Borrower’s 's business. Except as noted on the Perfection Certificate or as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)Certificate, Borrower is not a party to, nor is it bound by, any Restricted Licensematerial license or other agreement with respect to which Borrower is a licensee that (a) 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 Collateral Agent's and Lenders' right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and Lenders within ten (10) days of entering into 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 Collateral Agent requests to obtain the consent of, or waiver by, any Person whose consent or waiver is necessary for (x) all such licenses or agreements to be deemed "Collateral" and for 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, whether now existing or entered into in the future, and (y) Collateral Agent shall have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Collateral Agent's rights and remedies under this Agreement and the other Loan Documents.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other than (i) the deposit accounts with Bank, (ii) the deposit accounts, if any, described in the Perfection Certificate delivered to Lender Bank in connection herewith, or (iii) the deposit accounts of which Borrower has given Lender Bank notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. Without the prior consent of the Bank, or as permitted pursuant to Section 7.2. None none of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in all material respects of good form and marketable quality, free from material defectssubstance satisfactory to Bank in its reasonable determination after consultation with Borrower. Borrower is the sole owner of 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))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 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. 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 would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Co-Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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, if any, Collateral Accounts described in the Perfection Certificate delivered to Lender Bank in connection herewith, or of herewith and which Co-Borrower has given Lender notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein, pursuant to the terms of Section 6.6(b). 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 permitted updated in the Quarterly Compliance Certificate delivered pursuant to Section 7.26.2(b). None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. Co-Borrower is the sole owner of 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 publicpublic and other non-material Intellectual Property licensed to Co-Borrower, and (c) material Intellectual Property licensed to Co-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))Certificate. Each 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 which Borrower owns Co-Borrowers own or purports purport to own and which is material to Co-Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Co-Borrower’s knowledge, no claim has been in made in writing that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Co-Borrower’s business. Except as noted on the Perfection Certificate 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 Restricted License.

Collateral. Borrower If an Event of Default has good title tooccurred and is continuing, has Lender shall have, in addition to all other rights inof Lender, the rights and remedies of a secured party under the UCC. At any time when an Event of Default is in existence: (i) Lender may notify Account Debtors to make payment directly to Lender or to such address as Lender may specify, and enforce, settle or adjust Accounts, General Intangibles or Chattel Paper with Account Debtors or obligors thereon for amounts and upon terms which Lender considers appropriate, and in such case, Lender will credit the power to transfer each item Obligations with only the net amounts received by Lender in payment thereof after deducting all Lender Expenses incurred or expended in connection therewith; (ii) Lender may take possession of the Collateral upon which and keep it purports on Credit Parties’ premises or remove all or any part of it to xxxxx x Xxxx hereunder or pursuant another location selected by Lender; (iii) on request by Lender, Credit Parties will, at Credit Parties’ cost, assemble the Collateral and make it available to Lender at a place reasonably convenient to Lender; and (iv) Lender may, to the Debenturefullest extent permitted by Applicable Law, free and clear sell or otherwise dispose of any Collateral at public or private sales, for cash, upon credit or otherwise, at such prices and all Liens except Permitted Liensupon such terms as Lender deems appropriate. Borrower has no deposit accounts other than Unless the deposit accountsCollateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, if any, described in Lender will give the Perfection Certificate delivered to Lender in connection herewith, appropriate Credit Party reasonable notice of the time and place of any public sale thereof or of the time after which Borrower has given Lender any private sale or any other intended disposition thereof is to be made. For this purpose, it is agreed that at least ten (10) days’ notice and taken such actions as are necessary to give Lender a perfected security interest therein. 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 permitted pursuant to Section 7.2. None of the components time of sale or other intended disposition of the Collateral shall be maintained at locations other than as provided delivered in the Perfection Certificate or as permitted pursuant to accordance with Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of 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 13.6 shall be deemed updated to reflect information provided be reasonable notice in conformity with the UCC. Lender may adjourn or otherwise reschedule any public sale by announcement at the time and place specified in the notice delivered of such public sale, and such sale may be made at the time and place as so announced without necessity of further notice. Lender shall not be obligated to sell or dispose of any Collateral, notwithstanding any prior notice of intended disposition. If any Collateral is sold on terms other than payment in full at the time of sale, no credit shall be given in reduction of the Obligations until Lender receives payment in cash, and if any such buyer defaults in payment, Lender may resell the Collateral without further notice to Credit Parties. In the event Lender seeks to take possession of all or any portion of the Collateral by Borrower to Lender pursuant to Section 6.7(b))judicial process, each Credit Party waives the posting of any bond, surety or security with respect thereto which might otherwise be required. Each Patent which it owns Credit Party agrees that Lender has no obligation to preserve rights to the Collateral or purports marshal any Collateral for the benefit of any Person. Lender is hereby granted a license or other right to own and which is material to Borroweruse, without charge, each Credit Party’s business is valid and enforceableProprietary Rights in completing production of, advertising or selling any Collateral, and no part each Credit Party’s rights under all licenses shall inure to Lender’s benefit for such purpose. The proceeds of any sale or disposition of Collateral shall be applied to the Obligations as set forth in Section 4.7. The rights and remedies of the Intellectual Property which Borrower owns or purports to own Lender under this Agreement and which is material to Borrower’s business has been judged invalid or unenforceablethe other Loan Documents shall be cumulative. The Lender shall have all other rights and remedies not inconsistent herewith as provided under the UCC, in whole other Applicable Law or in part. 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 would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate 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 Restricted Licenseequity.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or 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, if any, Collateral Accounts described in the Perfection Certificate delivered to Lender Bank in connection herewith, or of herewith and which Borrower has given Lender notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein, pursuant to the term of Section 6.8(b) and as provided in the Debenture. 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 permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of 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))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 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. 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 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 or as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the DebentureCollateral, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts account, other than the deposit accounts, if any, accounts with Lenders and deposit accounts described in the Perfection Representations and Warranties Certificate delivered to Lender Agent and Lenders in connection herewith, or of which Borrower has given Lender notice and taken such actions as are necessary to give Lender a perfected security interest therein. The Collateral is not in the possession of any third party bailee (such as a warehouse) except ). Except as otherwise provided hereafter disclosed to the Lenders in the Perfection Certificatewriting by Borrower, or as permitted pursuant to Section 7.2. None none of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate Representations and Warranties Certificate. In the event that Borrower, after the date hereof, intends to store or as permitted pursuant otherwise deliver any portion of the Collateral to Section 7.2a bailee, then Borrower will notify Agent in writing and, except with respect to warehouse locations of Borrower at which Collateral with an aggregate value of $500,000 or less is located with respect to all such locations, receive the written consent of Lenders and such bailee must acknowledge in writing that the bailee is holding such Collateral for the benefit of Agent and Lenders. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of the Intellectual Property which it owns or purports to own Property, 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 . 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 which it owns or purports to own and which is material to best of Borrower’s business knowledge, each Patent is valid and enforceable, enforceable and no part of the 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. To the best of Borrower’s knowledge, and no claim has been made that any part of the Intellectual Property violates the rights of any third party party, except to the extent such invalidity, unenforceability or claim would could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate business 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 Restricted Licenseoperations.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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 accountsFirst Republic Bank account described in Section 6.8(a), if any, the Collateral Accounts described in the Perfection Certificate delivered to Lender Bank in connection herewith, or of herewith and which Borrower has given Lender notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein, pursuant to the terms of Section 6.8(b). 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 permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of the material Intellectual Property which it owns or purports to own except for (a1) non-exclusive licenses granted to its customers in the ordinary course of business, (b1) over-the-counter software that is commercially available to the public, and (c1) 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))Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is is, to Borrower’s knowledge, valid and enforceable, and no part of the 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. 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 would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower Debtor has good title to, has rights in, and the power to transfer transfer, each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, free and clear of any and all Liens except Permitted Liens. Borrower Debtor has no deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Lender Bank in connection herewith, or of which Borrower Debtor has given Lender Bank notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein. 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. 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 as permitted pursuant to Section 7.2. None of the components of the Collateral shall be are currently being maintained at locations other than as provided disclosed in the Perfection Certificate on the Effective Date or as permitted pursuant to Section 7.24.2 of this Agreement. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower Debtor is the sole owner of 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 Debtor and noted on the Perfection Certificate Certificate, (which shall be deemed updated d) Intellectual Property licensed to reflect information provided in any notice delivered by Borrower Debtor that is not material to Lender pursuant Debtor, and (e) without limiting Section 4.1 of this Agreement, Intellectual Property that has been licensed from Debtor to Section 6.7(b))one or more Subsidiaries of Debtor. Each Patent which it owns or purports to own and which is material to BorrowerDebtor’s business is valid and enforceable, and no part of the Intellectual Property which Borrower Debtor owns or purports to own and which is material to BorrowerDebtor’s business has been judged invalid or unenforceable, in whole or in part. To the best of BorrowerDebtor’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 would not reasonably be expected to have a material adverse effect on Borrower’s businessthe business of the Consolidated Group, taken as a whole. Except as noted on the Perfection Certificate or as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)Certificate, Borrower Debtor is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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 Lender Bank in connection herewith, or of which Borrower has given Lender Bank notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein. 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 permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate Certificate. In the event that Borrower, after the date hereof, intends to store or as permitted pursuant otherwise deliver any portion of the Collateral to Section 7.2a bailee, 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 sole discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of the Intellectual Property which it owns or purports to own its intellectual property, 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 which it owns or purports to own and which is material to Borrower’s business patent is valid and enforceable, enforceable and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business intellectual property has been judged invalid or unenforceable, in whole or in part. To , 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 would not reasonably be expected to have a material adverse effect on Borrower’s businessparty. Except as noted on the Perfection Certificate or as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)Certificate, Borrower is not a party to, nor is it bound by, any Restricted Licensematerial 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 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 title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the DebentureCollateral, free and clear of any and all Liens except Permitted Liens. Borrower has no other deposit accounts account, other than the deposit accounts, if any, accounts described in the Perfection Certificate delivered Representations or the Disclosure Letter. Each Account with respect to Lender which Advances are requested by Borrower shall, on the date each Advance is requested and made, represent an undisputed bona fide existing unconditional obligation of the account debtor created by the sale, delivery, and acceptance of goods or the rendition of services in connection herewiththe ordinary course of Borrower's business. Except as set forth in the Disclosure Letter, or of which Borrower has given Lender notice and taken such actions as are necessary to give Lender a perfected security interest therein. The he Collateral is not in the possession of any third party bailee (such as at a warehouse) except as ). In the event that Borrower, after the date hereof, intends to store or otherwise provided in the Perfection Certificate, or as permitted pursuant to Section 7.2. None of the components of deliver the Collateral shall be maintained at locations other than as provided to such a bailee, then Borrower will receive the prior written consent of Bank and such bailee must acknowledge in writing that the Perfection Certificate bailee is holding such Collateral for the benefit of Bank. Borrower has no notice of any actual or as permitted pursuant to Section 7.2imminent Insolvency Proceeding of any account debtor whose accounts are an Eligible Account in any Borrowing Base Certificate. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of the Intellectual Property which it owns or purports to own Property, 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 and except as set forth in the Disclosure Letter. Except as set forth in the Disclosure Letter, to the publicbest of Borrower's knowledge, 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 each Patent which it owns or purports to own and which is material to Borrower’s business is is, valid and enforceable, enforceable and no part of the 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. To , and, to the best of Borrower’s 's knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party party, except to the extent such claim would could not reasonably be expected to have cause a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate 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 Restricted LicenseMaterial Adverse Change.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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 Lender Bank in connection herewith, or of which Borrower has given Lender Bank notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein. 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 permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as 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 to a bailee, 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 sole discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of the Intellectual Property which it owns or purports to own its intellectual property, 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 which it owns or purports to own and which is material to Borrower’s business patent is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business intellectual property has been judged invalid or unenforceable, in whole or in part. To , 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 would could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)Certificate, Borrower is not a party to, nor is it bound by, any Restricted Licensematerial 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 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 title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx gxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, free and clear of any and all Liens except Permitted Liens. Except to the extent permitted in Section 6.6(a), Borrower has no deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Lender Bank in connection herewith, or of which Borrower has given Lender Bank notice and taken such actions as are necessary to give Lender Bank a perfected security interest thereintherein except as set forth in Section 6.6(b). The Eligible Accounts included in the Borrowing Base Certificate are bona fide, existing obligations of the Account Debtors. The Collateral consisting of tangible personal property is not in the possession of any third party bailee (such as a warehouse) except (i) as otherwise provided in the Perfection Certificate, or (ii) as permitted pursuant disclosed to Bank in writing and in accordance with this Section 7.25.2 below. None In the event that Borrower, after the date hereof, intends to store or otherwise deliver Collateral consisting of the components tangible personal property with a fair market value in excess of the Collateral shall be maintained at locations other than as provided $250,000 to a bailee located in the Perfection Certificate or as permitted pursuant United States (provided however, the aggregate fair market value of Collateral at all locations not subject to Section 7.2. All Inventory is a bailee agreement shall not exceed $1,000,000), then Borrower will first receive from such bailee an executed bailee agreement in all material respects of good form and marketable quality, free from material defectssubstance satisfactory to Bank in its reasonably discretion. Borrower is the sole owner of the Intellectual Property which it owns or purports to own its intellectual property, except for (a) non-exclusive licenses and similar arrangements granted to its customers in the ordinary course of business, (b) overother non-the-counter software perpetual licenses that is commercially available to may be exclusive in some respects other than territory, but that do not result in a legal transfer of Borrower’s title in the public, licensed property 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))licenses of intellectual property from third parties. Each Patent which it owns or purports to own and which is material to Borrower’s business patent is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business intellectual property has been judged invalid or unenforceable, in whole or in part. To , 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 would could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or Certificate, as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)of the Effective Date, Borrower is not a party to, nor is it bound by, any Restricted Licensematerial license or other agreement with respect to which Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property (where such prohibition or restriction is enforceable under applicable law, including Section 9408 of the Code).

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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, if any, Collateral Accounts described in the Perfection Certificate delivered to Lender Bank in connection herewith, or of herewith and which Borrower has given Lender notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein, pursuant to the term of Section 6.6(b). 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. Other than mobile Equipment in the possession of Borrower’s employees or agents, or as permitted pursuant to Section 7.2. None none of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-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))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 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. 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 would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.. 5.3

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts Deposit Accounts other than the deposit accountsDeposit Accounts with Bank, the Deposit Accounts, if any, described in the Perfection Certificate delivered to Lender Bank in connection herewith, or of which Borrower has given Lender Bank notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein. 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 for inventory located at printers from time to time and as otherwise provided in the Perfection Certificate, or as permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate Certificate. In the event that Borrower, after the date hereof, intends to store or as permitted pursuant otherwise deliver any portion of the Collateral to Section 7.2. All Inventory is a bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in all material respects of good form and marketable quality, free from material defectssubstance satisfactory to Bank in its sole discretion. Borrower is the sole owner of the Intellectual Property which it owns or purports to own its intellectual property, 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 which it owns or purports to own and which is material to Borrower’s business patent is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business intellectual property has been judged invalid or unenforceable, in whole or in part. To , 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 would could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or as contained in any notice delivered by Borrower notified to Lender Bank pursuant to Section 6.7(b)the next sentence, Borrower is not a party to, nor is it bound by, any Restricted Licensematerial license or other agreement (other than over-the-counter software that is commercially available to the public) 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).

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to under the DebentureUK Charge Over Account, 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, if any, Collateral Accounts described in the Perfection Certificate delivered to Lender Bank in connection herewith, or of herewith and which Borrower has given Lender notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein, pursuant to the terms of Section 6.5(b). 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 permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of 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))Certificate. Each Patent which it 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 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. 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 would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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, if any, Collateral Accounts described in the Perfection Certificate delivered to Lender Bank in connection herewith, herewith or of established in accordance with Section 6.8(b) and which Borrower has given Lender notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein, pursuant to the terms of Section 6.8(b). 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 permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of 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 businesspermitted 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 (which shall be deemed updated or as otherwise disclosed to reflect information provided Bank in any notice delivered by Borrower to Lender pursuant to Section 6.7(b))writing. Each 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 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. 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 would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or as contained otherwise disclosed to Bank in any notice delivered by Borrower to Lender writing pursuant to Section 6.7(b6.10(b), Borrower is not a party to, nor is it bound by, any Restricted License.. 224419751 v2

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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, if any, Collateral Accounts described in the Perfection Certificate delivered to Lender Bank in connection herewith, or of herewith and which Borrower has given Lender notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein, pursuant to the terms of Section 6.8(b). 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 permitted pursuant to Section 7.2. None of the components of the Collateral (other than mobile equipment such as laptop computers in the possession of Borrower’s employees or agents) shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defectsdefects (normal wear and tear excluded). Borrower is the sole owner of 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))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 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. 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 would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the DebentureCollateral, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts account other than the deposit accounts, if any, accounts with Bank and deposit accounts described in the Perfection Certificate delivered to Lender Bank in connection herewith, or of which Borrower has given Lender notice and taken such actions as are necessary to give Lender a perfected security interest therein. 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 Certificatewriting by Borrower, or as permitted pursuant to Section 7.2. None none of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate Certificate. In the event that Borrower, after the date hereof, intends to store or as permitted pursuant otherwise deliver any portion of the Collateral to Section 7.2a bailee, then Borrower will first receive the written consent of Bank and such bailee must acknowledge in writing that the bailee is holding such Collateral for the benefit of Bank. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of the Intellectual Property which it owns or purports to own its intellectual property, 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 which it owns or purports to own and which is material to Borrower’s business patent is valid and enforceable, enforceable and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business intellectual property has been judged invalid or unenforceable, in whole or in part. To , 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 would not reasonably be expected to have a material adverse effect on Borrower’s businessparty. Except as noted on the Perfection Certificate or as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)Certificate, Borrower is not a party to, nor is it bound by, any Restricted Licensematerial license or other agreement with respect to which Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property. 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 agreement (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. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the DebentureCollateral, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts account other than the deposit accounts, if any, accounts with Bank and deposit accounts described in the Perfection Representations and Warranties Certificate delivered to Lender Bank in connection herewith. Except as disclosed on the Representations and Warranties Certificate, or of which Borrower has given Lender notice and taken such actions as are necessary to give Lender a perfected security interest therein. The 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 Certificatewriting by Borrower, or as permitted pursuant to Section 7.2. None none of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate Representations and Warranties Certificate. In the event that Borrower, after the date hereof, intends to store or as permitted pursuant otherwise deliver any portion of the Collateral to Section 7.2a bailee, then Borrower will first notify Bank in writing and, except with respect to warehouse locations of Borrower at which Collateral with an aggregate value of $500,000 or less is located with respect to all such locations, receive the written consent of Bank and such bailee must acknowledge in writing that the bailee is holding such Collateral for the benefit of Bank. All Inventory is and shall remain in all material respects of good and marketable quality, free from material defects, except in the ordinary course of the Borrower’s business operations. Borrower is the sole owner of the Intellectual Property which it owns or purports to own its intellectual property, except for (a) non-exclusive licenses granted to its customers in the ordinary course of business. To the best of Borrower’s knowledge, (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 each patent held by Borrower to Lender pursuant to Section 6.7(b)). Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, enforceable and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business intellectual property has been judged invalid or unenforceable, in whole or in part. To , 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 would could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate 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 Restricted License.

Collateral. Borrower Xxxxxxxx has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturegrant a Security Interest 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 the deposit accounts, if any, Collateral Accounts described in the Perfection Certificate delivered to Lender in connection herewith, or of herewith and which Borrower has given Lender notice and taken such actions as are necessary to give Lender a perfected security interest therein, to the extent required pursuant to the terms of Section 6.9(b). 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 permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is Neither the sole owner operations of the Borrower as currently conducted or as currently contemplated to be conducted nor any product or service of the Borrower infringes or violates any 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 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 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. 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 party. Except pursuant to a written confidentiality agreement, the Borrower has not disclosed or made available any material Borrower confidential information or trade secrets to any other person or entity. Except for end-user licenses to standard commercially available software and agreements and licenses that have been provided to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on Lender, the Perfection Certificate 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 or bound by, any Restricted Licensecontract, agreement or license with respect to the Intellectual Property of a third party. Except for standard end-user licenses granted by the Borrower with respect to the licensing or sale of Borrower products or services and agreements and licenses that have been provided to the Lender, the Borrower has not granted any third party any rights, options or licenses with respect to any Intellectual Property that is or was owned by the Borrower. The Borrower has not received any communication alleging, or that would put the Borrower on notice, that the Borrower is or may be infringing or violating or, by conducting its business as currently conducted, would infringe or violate any of the Intellectual Property of any other person or entity, nor is the Borrower aware of any basis therefor. There are no agreements, understandings, instruments, contracts, judgments, orders or decrees to which the Borrower is a party or by which it is bound which involve indemnification by the Borrower with respect to infringement of Intellectual Property.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, free and clear of any and all Liens except Permitted Liens. Borrower has and each Guarantor have no deposit accounts Deposit Accounts other than the deposit accounts, if any, Deposit Accounts with Bank and Deposit Accounts described in the Perfection Certificate delivered to Lender Bank in connection herewith, or of which Borrower has given Lender Bank notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein. 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 permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects Each of good Borrower and marketable quality, free from material defects. Borrower Guarantor is the sole owner of 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))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 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. 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 would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or as contained in any notice delivered by Certificate, neither Borrower to Lender pursuant to Section 6.7(b), Borrower nor Guarantor is not a party to, nor or is it bound by, any Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debentureand its Intellectual Property, free and clear of any and all Liens except Permitted Liens. Borrower has no All of Borrower’s deposit accounts other than are described on the deposit accountsSchedule, if anyas updated from time to time. The Accounts are bona fide, described in existing obligations, and the Perfection Certificate service or property has been performed or delivered to Lender in connection herewith, the account debtor or of which Borrower has given Lender notice its agent for immediate shipment to and taken such actions as are necessary to give Lender a perfected security interest thereinunconditional acceptance by the account debtor. The Collateral is not in the possession of any third party bailee (such as at a warehouse) except as ). In the event that Borrower, after the date hereof, intends to store or otherwise provided in the Perfection Certificate, or as permitted pursuant to Section 7.2. None of the components of deliver the Collateral shall be maintained at locations other than as provided to such a bailee, then Borrower will use commercially reasonable efforts to obtain a bailee acknowledgment in form and substance satisfactory to Bank that the Perfection Certificate or as permitted pursuant to Section 7.2bailee is holding such collateral for the benefit of Bank. All Inventory is in all material respects of good and marketable quality, free from material defects, except for Inventory for which adequate reserves have been made in accordance with GAAP. Borrower is the sole owner of the Intellectual Property which it owns or purports to own Property, 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 licenses permitted under Section 7.1. To the Perfection Certificate (which shall be deemed updated to reflect information provided in any notice delivered best of Borrower’s knowledge, each issued Patent owned by Borrower to Lender pursuant to Section 6.7(b)). Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, enforceable and no part of the 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. To the best of Borrower’s knowledge, and, except as publicly disclosed by Borrower and disclosed on a Compliance Certificate, no claim has been made that any part of the Intellectual Property violates the rights of any third party party, except to the extent such invalidity, unenforceability, or claim would 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 or as contained in any notice delivered by Borrower to Lender permitted pursuant to Section 6.7(b)7.1, Borrower is shall not a party to, nor is it bound by, change the location of any Restricted LicenseCollateral without 10 days prior written notice to Bank.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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 Lender Bank in connection herewith, or of which Borrower has given Lender Bank notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein. 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 Certificatewriting by Borrower, or as permitted pursuant to Section 7.2. None none of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate Certificate. In the event that Borrower, after the date hereof, intends to store or as permitted pursuant otherwise deliver any portion of the Collateral to Section 7.2a bailee, then Borrower will first receive the written consent of Bank and such bailee must acknowledge in writing that the bailee is holding such Collateral for the benefit of Bank. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of the its Intellectual Property which it owns or purports to own Property, 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 which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, enforceable and no part of the 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. To , 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 would could not reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Change. Except as noted on the Perfection Certificate or as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)Certificate, Borrower is not a party to, nor is it bound by, any Restricted Licensematerial 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 thirty (30) 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 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 title totitle, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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 Certificates delivered to Lender Bank in connection herewith, or of which Borrower has given Lender Bank notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein. 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 permitted pursuant to Section 7.2Certificates. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate Certificates or as permitted pursuant to Section 7.2. All Inventory is In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in all material respects of good form and marketable quality, free from material defectssubstance satisfactory to Bank in its sole discretion. Borrower is the sole owner of the Intellectual Property which it owns or purports to own its intellectual property, 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 which it owns or purports to own and which is material to Borrower’s business patent is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business intellectual property has been judged invalid or unenforceable, in whole or in part. To , 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 would could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)Certificates, Borrower is not a party to, nor is it bound by, any Restricted Licensematerial 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. Without prior consent from Bank, Borrower shall not enter into, or become bound by, any such license or agreement which is reasonably likely to have a material impact on Borrower’s business or financial condition. Borrower shall take such steps as Bank reasonably 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 to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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, if any, Collateral Accounts described in the Perfection Certificate delivered to Lender Bank in connection herewith, or of herewith and which Borrower has given Lender notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein, to the extent required by Section 6.6(c). 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 permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of 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 Permitted Liens, (b) over-the-counter software that is commercially available to the publicpublic and other non-material Intellectual Property licensed to Borrower, 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))Certificate. Each 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 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. To the best of Borrower’s knowledge, no claim has been made in writing that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or as contained disclosed to Bank in any notice delivered by Borrower to Lender writing pursuant to Section 6.7(b)) hereof, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the DebentureCollateral, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts account, other than the deposit accounts, if any, accounts with SVB and deposit accounts described in the Perfection Certificate delivered to Lender Lenders in connection herewith. The Accounts are bona fide, existing obligations, and the service or of which Borrower property has given Lender notice been performed or delivered to the account debtor or its agent for immediate shipment to and taken such actions as are necessary to give Lender a perfected security interest thereinunconditional acceptance by the account debtor. The Collateral is not in the possession of any third party bailee (such as a warehouse) except ). Except as otherwise provided hereafter disclosed to the Lenders in the Perfection Certificatewriting by Borrower, or as permitted pursuant to Section 7.2. None none of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate Certificate. In the event that Borrower, after the date hereof, intends to store or as permitted pursuant otherwise deliver any portion of the Collateral to Section 7.2a bailee, then Borrower will first receive the written consent of Lenders and such bailee must acknowledge in writing that the bailee is holding such Collateral for the benefit of Lenders. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of the Intellectual Property which it owns or purports to own Property, 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 which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, enforceable and no part of the 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. To the best of Borrower’s knowledge, and no claim has been made that any part of the Intellectual Property violates the rights of any third party party, except to the extent such claim would could not reasonably be expected to have cause a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate 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 Restricted LicenseMaterial Adverse Change.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx gxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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, if any, Collateral Accounts described in the Perfection Certificate delivered to Lender Bank in connection herewith, or of herewith and which Borrower has given Lender notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein, pursuant to the terms of Section 6.8(b). 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 permitted pursuant to Section 7.2. None of the components of the Collateral (other than mobile equipment in the possession of Borrower’s employees or agents or inventory in transit in the ordinary course of business) shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of 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))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 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. 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 would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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, if any, Collateral Accounts described in the Perfection Certificate delivered to Lender Bank in connection herewith, or of herewith and which Borrower has given Lender notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein, pursuant to the terms of Section 6.6(b). 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 permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. As of the Effective Date, Borrower is the sole owner of 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 publicpublic and open source licenses, 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))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 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. To the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property owned by Borrower violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate Certificate, or as contained in any notice delivered by of which Borrower to Lender has otherwise notified Bank pursuant to the terms of Section 6.7(b), Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title totitle, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx gxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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 Lender Bank in connection herewith, or of which Borrower has given Lender Bank notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein. 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 permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is ; provided, however, that Bank consents to Borrower, from time to time, (i) depositing copies of its source code in all material respects escrow in the ordinary course of good business and marketable quality, free from material defects(ii) providing copies of confidential information concerning Borrower to third parties subject to standard non-disclosure agreements. Borrower is the sole owner of 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))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 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. 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 would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx gxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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, if any, Collateral Accounts described in the Perfection Certificate delivered to Lender Bank in connection herewith, or of herewith and which Borrower has given Lender notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein, pursuant to the terms of Section 6.6(b). 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 pursuant to in accordance with Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of 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))Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is is, to Borrower’s knowledge, valid and enforceable, and no part of the 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. 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 would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or to be disclosed as contained in any notice delivered by Borrower to Lender required pursuant to Section 6.7(b)6.7, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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 Lender Bank in connection herewith, or of which Borrower has given Lender Bank notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein. 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 permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as 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 to a bailee, 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 sole discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of the Intellectual Property which it owns or purports to own its intellectual property, 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 which it owns or purports to own and which is material to Borrower’s business patent is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business intellectual property has been judged invalid or unenforceable, in whole or in part. To , 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 would could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)Certificate, Borrower is not a party to, nor is it bound by, any Restricted Licensematerial 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 which 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 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. Each Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, free and clear of any and all Liens except Permitted Liens. No Borrower has no any deposit accounts other than the deposit accounts with Bank (other than those not prohibited under Section 6.8(b) hereof) and, the deposit accounts, if any, described in the Perfection Certificate delivered to Lender Bank in connection herewith, or of which such Borrower has given Lender Bank notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein. 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 ). Except as otherwise provided hereafter disclosed to Bank in the Perfection Certificatewriting by such Borrower, or as permitted pursuant to Section 7.2. None none of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate Certificate. In the event that any Borrower, after the date hereof, intends to store or as permitted pursuant otherwise deliver any portion of the Collateral to Section 7.2a bailee, then such Borrower will first receive the written consent of Bank and such bailee must acknowledge in writing that the bailee is holding such Collateral for the benefit of Bank. All Inventory is in all material respects of good and marketable quality, free from material defects. Each Borrower is the sole owner of the Intellectual Property which it owns or purports to own its intellectual property, 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 which it owns or purports to own and which is material to Borrower’s business patent is valid and enforceable, enforceable and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business intellectual property has been judged invalid or unenforceable, in whole or in part. To , and to the best of such 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 would not reasonably be expected to have a material adverse effect on Borrower’s businessparty. Except as noted on the its Perfection Certificate or as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)Certificate, no Borrower is not a party to, nor is it bound by, any Restricted Licensematerial license or other agreement with respect to which such Borrower is the licensee (a) that prohibits or otherwise restricts such Borrower from granting a security interest in such 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. Each 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). Each 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 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 title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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, if any, Collateral Accounts described in the Perfection Certificate delivered to Lender Collateral Agent in connection herewith, or of herewith and which Borrower has given Lender notice and taken such actions as are necessary to give Lender Collateral Agent a perfected security interest therein, pursuant to the terms of Section 6.6(b). 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 permitted pursuant to Section 7.2hereunder. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of 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 businesspermitted 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 (which shall be deemed updated to reflect information provided in any notice delivered by Borrower to Lender pursuant to Section 6.7(b))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 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. 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 would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or as contained in any notice delivered by Borrower to Lender permitted pursuant to Section 6.7(b6.8(b), Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, 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, if any, Collateral Accounts described in the Perfection Certificate delivered to Lender Bank in connection herewith, or of herewith and which Borrower has given Lender notice and taken such actions as are necessary to give Lender Bank a perfected security interest therein, in each case, to the extent required by the terms of Section 6.8(c). 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 permitted disclosed pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects To the best of good and marketable qualityBorrower’s knowledge, free from material defects. Borrower is the sole owner of 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 or as otherwise disclosed to reflect information provided in any notice delivered by Borrower to Lender pursuant to Section 6.7(b))Bank. Each 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 which Borrower owns or purports to own and which is material to Borrower’s business has been judged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made in writing that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or as contained in any notice delivered by Borrower to Lender pursuant to Section 6.7(b)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder or pursuant to the Debenturehereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other than the deposit accounts, if any, accounts with Bank and deposit accounts described in the Perfection Certificate delivered to Lender Bank in connection herewith, or of which Borrower has given Lender notice and taken such actions as are necessary to give Lender a perfected security interest therein. 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 permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate Certificate. In the event that Borrower, after the date hereof, intends to store or as permitted pursuant otherwise deliver any portion of the Collateral with a value in excess of Fifty Thousand Dollars ($50,000) to Section 7.2a bailee, 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 sole discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of the Intellectual Property which it owns or purports to own its intellectual property, 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 which it owns or purports to own and which is material to issued patent of the Borrower’s business , if any, is valid and enforceable, enforceable and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business intellectual property has been judged invalid or unenforceable, in whole or in part. To , 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 would not reasonably be expected to have a material adverse effect on Borrower’s businessparty. Except as noted on the Perfection Certificate 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 Restricted Licensematerial license or other material agreement with respect to which Borrower is the licensee that effectively prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property (other than over-the-counter software that is commercially available to the public). 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 agreement (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.