Common use of Agreements of the Debtor Clause in Contracts

Agreements of the Debtor. Debtor (a) shall, at the Lender’s request, at any time and from time to time, execute and deliver to the Lender such financing statements, amendments and other documents and do such acts as the Lender deems necessary in order to establish and maintain valid, attached and perfected security interests in the Collateral in favor of the Lender, free and clear of all Liens and claims and rights of third parties whatsoever except Permitted Liens. Debtor hereby irrevocably authorizes the Lender at any time, and from time to time, to file in any jurisdiction ay initial financing statements and amendments thereto that (i) indicate the Collateral (x) as all assets of Debtor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the jurisdiction wherein such financing statement or amendment is filed, or (y) as being of an equal or lesser scope or within greater detail, and (ii) contain any other information required by Section 5 of Article 9 of the UCC of the jurisdiction wherein such financing statement or amendment is filed regarding the sufficiency or filing office acceptance of any financing statement or amendment, including (x) whether Debtor is an organization, the Type of Organization the Organization ID Number issued to Debtor and (y) in the case of a financing statement filed as a fixture filing or indicating Collateral to be extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates, Debtor further ratifies and affirms its authorization for any financing statements and/or amendments thereto, filed by the Lender in any jurisdiction prior to the date of this Agreement, (b) will keep all its Inventory and other tangible Collateral at, and will not maintain any place of business at any location other than, its address(es) shown on Schedules I and II hereto or at such other addresses of which Debtor shall have given the Lender not less than 30 days’ prior written notice, (c) will keep its records concerning the Non-Tangible Collateral in such a manner as will enable the Lender or its designees to determine at any time the status of the Non-Tangible Collateral; (d) will furnish the Lender such information concerning Debtor, the Collateral and the Account Debtors as the Lender may from time to time reasonably request; (e) will permit the Lender and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a Default) to inspect Debtor’s Inventory and other Goods, and to inspect, audit and make copies of and extracts from all records and other papers in the possession of Debtor pertaining to the Collateral and the Account Debtors, and will, upon request of the Lender during the existence of a Default, deliver to the Lender all of such records and papers; (f) will, upon request of the Lender, stamp on its records concerning the Collateral, and add on all Chattel Paper and Instruments constituting a portion of the Collateral, a notation, in form satisfactory to the Lender, of the security interest of the Lender hereunder; (g) except for the sale or lease of Inventory in the ordinary course of its business and sales of Equipment which is no longer useful in its business or which is being replaced by similar Equipment, and except for the licensing of Debtor’s Intellectual Property in the ordinary course of Debtor’s business upon fair and reasonable terms which are fully disclosed to Lender, and the abandonment of Intellectual Property which in Debtor’s reasonable discretion is no longer useful in the business or not otherwise economically desirable, will not sell, lease, license or assign any Collateral or create or permit to exist any lien on any Collateral other than Permitted Liens; (h) will at all times keep all of its Inventory and other Goods insured under policies maintained with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained by companies similarly situated, and cause all such policies to provide that loss thereunder shall be payable to the Lender as its interest may appear (it being understood that (A) so long as no Default shall be existing, the Lender shall deliver any proceeds of such insurance which may be received by it to Debtor and (B) whenever a Default shall be existing, the Lender may apply any proceeds of such insurance which may be received by it toward payment of the Obligations, whether or not due, in such order of application as the Lender may determine), and such policies or certificates thereof shall, if the Lender so requests, be deposited with or furnished to the Lender; (i) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition; (j) will take such actions as are reasonably necessary to keep its Equipment in good repair and condition and in good working order, ordinary wear and tear excepted; (k) will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other Goods; (1) will, upon request of the Lender, (i) cause to be noted on the applicable certificate, in the event any of its Equipment is covered by a certificate of title, the security interest of the Lender in the Equipment covered thereby, and (ii) deliver all such certificates to the Lender or its designees; (m) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (n) except as listed on Schedule VI, will keep all of the tangible Collateral in the United States; (o) will promptly notify Lender in writing upon acquiring or otherwise obtaining any Collateral after the date hereof consisting of Deposit Accounts, Investment Property, Letter-of-Credit Rights or Electronic Chattel Paper and, upon the request of Lender, will promptly execute such other documents, and do such other acts or things deemed appropriate by Lender to deliver to Lender control with respect to such Collateral; (p) will promptly notify Lender in writing upon acquiring or otherwise obtaining any Collateral after the date hereof consisting of Documents or Instruments and, upon the request of Lender, will promptly execute such other documents, and do such other acts or things deemed appropriate by Lender to deliver to Lender possession of such Documents which are negotiable and Instruments, and, with respect to nonnegotiable Documents, to have such nonnegotiable Documents issued in the name of the Lender; (q) with respect to Collateral in the possession of a third party, other than Certificated Securities and Goods covered by a Document, will obtain an acknowledgment from the third party that it is holding the Collateral for benefit of the Lender, if requested by Lender; (r) will promptly notify Lender in writing upon incurring or otherwise obtaining a Commercial Tort Claim in excess of $25,000 individually or Commercial Tort Claims in excess of $50,000 in the aggregate after the date hereof against any third party, and, upon the request of Lender, will promptly enter into an amendment to this Agreement, and do such other acts or things deemed appropriate by the Lender to give Lender a security interest in such Commercial Tort Claim or Commercial Tort Claims, as applicable; (s) further agrees to take other action reasonably requested by the Lender to insure the attachment, and the ability of the Lender to enforce, the security interests in any and all of the Collateral including, without limitation, (i) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCC, to the extent, if any, that the Debtor’s signature thereon is required therefore, (ii) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Lender to enforce, the security interests in such Collateral, (iii) obtaining governmental and other third party consents and approvals, including without limitation any consent of any licensor, lessor or other person or entity obligated on Collateral, (iv) obtaining waivers from mortgages and landlords in form and substance satisfactory to the Lender, and (v) taking all actions required by the UCC in effect from time to time or by other law, as applicable in any relevant UCC jurisdiction, or by other law as applicable in any foreign jurisdiction and as requested by Lender, (t) will not change its state of incorporation or organization or Type of Organization without providing Lender with at least thirty (30) days’ prior written notice; (u) will not change its legal name without providing Lender with at least 30 days’ prior written notice; and (v) will reimburse the Lender for all expenses, including reasonable attorney’s fees and charges (including time charges of attorneys who are employees of the Lender), incurred by the Lender in seeking to collect or enforce any rights in respect of Debtor’s Collateral. Any expenses incurred in protecting, preserving or maintaining any Collateral shall be borne by the Debtor. Except as otherwise expressly set forth in Section 2, whenever a Default shall be existing, the Lender shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the Debtor shall at the request of the Lender do any and all lawful acts and execute any and all proper documents required by the Lender in aid of such enforcement and Debtor shall promptly, upon demand, reimburse and indemnify the Lender for all costs and expenses incurred by the Lender in the exercise of its rights under this Section 6. Notwithstanding the foregoing, the Lender shall have no obligation or liability regarding the Collateral or any Proceeds thereof by reason of, or arising out of, this Agreement. To the extent Debtor uses any of the proceeds from the Loans to purchase Collateral, Debtor’s repayment of the Loans shall apply on a “first- in-first-out” basis so that the portion of the Loans used to purchase a particular item of Collateral shall be paid in the chronological order the Debtor purchased the Collateral

Agreements of the Debtor. The Debtor (a) shallwill, at upon request of the Lender’s request, at any time and from time to timeAdministrative Agent, execute (as applicable) and deliver to the Lender such financing statements, amendments statements and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Administrative Agent) and do such other acts and things, as the Lender deems necessary Administrative Agent may reasonably request in order to establish connection with the perfection and maintain valid, attached and perfected security interests in the Collateral in favor enforcement of the Lender, security interest granted hereunder; (b) will cause the Administrative Agent’s security interest in Collateral consisting of Investment Property to be and remain continuously perfected by Control (free and clear of all Liens and other liens, claims and rights of third parties whatsoever except whatsoever, other than Permitted Liens. Debtor hereby irrevocably authorizes ) to secure the Lender at any time, and from time to time, to file in any jurisdiction ay initial financing statements and amendments thereto that (i) indicate the Collateral (x) as all assets of Debtor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 payment of the UCC of the jurisdiction wherein such financing statement or amendment is filed, or (y) as being of an equal or lesser scope or within greater detail, and (ii) contain any other information required by Section 5 of Article 9 of the UCC of the jurisdiction wherein such financing statement or amendment is filed regarding the sufficiency or filing office acceptance of any financing statement or amendment, including (x) whether Debtor is an organization, the Type of Organization the Organization ID Number issued to Debtor and (y) in the case of a financing statement filed as a fixture filing or indicating Collateral to be extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates, Debtor further ratifies and affirms its authorization for any financing statements and/or amendments thereto, filed by the Lender in any jurisdiction prior to the date of this Agreement, (b) will keep all its Inventory and other tangible Collateral at, and will not maintain any place of business at any location other than, its address(es) shown on Schedules I and II hereto or at such other addresses of which Debtor shall have given the Lender not less than 30 days’ prior written notice, Liabilities; (c) will keep its records concerning the Non-Tangible Collateral in such a manner as will enable the Lender Administrative Agent or its designees to determine at any time the status of the Non-Tangible Collateral; (d) will furnish the Lender Administrative Agent such information concerning the Debtor, the Collateral and the Account Debtors Financial Institution as the Lender Administrative Agent may from time to time reasonably request; (e) will permit the Lender and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a Default) to inspect Debtor’s Inventory and other Goods, and to inspect, audit and make copies of and extracts from all records and other papers in the possession of Debtor pertaining to the Collateral and the Account Debtors, and will, upon reasonable request of the Lender during the existence of a Default, deliver to the Lender all of such records and papers; (f) will, upon request of the LenderAdministrative Agent, stamp on its records concerning the Collateral, and add on all Chattel Paper and Instruments constituting a portion of the Collateral, a notation, in form reasonably satisfactory to the LenderAdministrative Agent, of the security interest of the Lender Administrative Agent hereunder; (f) will pay to the Financial Institution any charges or costs imposed by the Financial Institution pursuant to agreements with the Financial Institution; (g) except for the sale or lease of Inventory in the ordinary course of its business and sales of Equipment which is no longer useful in its business or which is being replaced by similar Equipmentagrees to indemnify, defend, and except for hold harmless the licensing of DebtorAdministrative Agent, its successors and assigns and its directors, officers, employees and agents, from and against any and all losses, liabilities, damages, obligations, deficiencies, payments, costs and expenses sustained or incurred by the Administrative Agent in any way arising from or related to the Administrative Agent’s Intellectual Property in actions with respect to the ordinary course of Debtor’s business upon fair and reasonable terms Financial Institution other than any such losses, liabilities, damages, obligations, deficiencies, payment costs or expenses which are fully disclosed determined by a court of competent jurisdiction by a final and nonappealable judgment to Lenderhave resulted from the gross negligence or willful misconduct of the Administrative Agent, its successors and the abandonment of Intellectual Property which in Debtor’s reasonable discretion is no longer useful in the business assigns, or not otherwise economically desirableits directors, will not sellofficers, lease, license employees or assign any Collateral or create or permit to exist any lien on any Collateral other than Permitted Liens; agents and (h) will at all times keep all of its Inventory and other Goods insured under policies maintained with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained by companies similarly situated, and cause all such policies to provide that loss thereunder shall be payable to the Lender as its interest may appear (it being understood that (A) so long as no Default shall be existing, the Lender shall deliver any proceeds of such insurance which may be received by it to Debtor and (B) whenever a Default shall be existing, the Lender may apply any proceeds of such insurance which may be received by it toward payment of the Obligations, whether or not due, in such order of application as the Lender may determine), and such policies or certificates thereof shall, if the Lender so requests, be deposited with or furnished to the Lender; (i) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition; (j) will take such actions as are reasonably necessary to keep its Equipment in good repair and condition and in good working order, ordinary wear and tear excepted; (k) will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other Goods; (1) will, upon request of the Lender, (i) cause to be noted on the applicable certificate, in the event any of its Equipment is covered by a certificate of title, the security interest of the Lender in the Equipment covered thereby, and (ii) deliver all such certificates to the Lender or its designees; (m) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (n) except as listed on Schedule VI, will keep all of the tangible Collateral in the United States; (o) will promptly notify Lender in writing upon acquiring or otherwise obtaining any Collateral after the date hereof consisting of Deposit Accounts, Investment Property, Letter-of-Credit Rights or Electronic Chattel Paper and, upon the request of Lender, will promptly execute such other documents, and do such other acts or things deemed appropriate by Lender to deliver to Lender control with respect to such Collateral; (p) will promptly notify Lender in writing upon acquiring or otherwise obtaining any Collateral after the date hereof consisting of Documents or Instruments and, upon the request of Lender, will promptly execute such other documents, and do such other acts or things deemed appropriate by Lender to deliver to Lender possession of such Documents which are negotiable and Instruments, and, with respect to nonnegotiable Documents, to have such nonnegotiable Documents issued in the name of the Lender; (q) with respect to Collateral in the possession of a third party, other than Certificated Securities and Goods covered by a Document, will obtain an acknowledgment from the third party that it is holding the Collateral for benefit of the Lender, if requested by Lender; (r) will promptly notify Lender in writing upon incurring or otherwise obtaining a Commercial Tort Claim in excess of $25,000 individually or Commercial Tort Claims in excess of $50,000 in the aggregate after the date hereof against any third party, and, upon the request of Lender, will promptly enter into an amendment to this Agreement, and do such other acts or things deemed appropriate by the Lender to give Lender a security interest in such Commercial Tort Claim or Commercial Tort Claims, as applicable; (s) further agrees to take other action reasonably requested by the Lender to insure the attachment, and the ability of the Lender to enforce, the security interests in any and all of the Collateral including, without limitation, (i) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCC, to the extent, if any, that the Debtor’s signature thereon is required therefore, (ii) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Lender to enforce, the security interests in such Collateral, (iii) obtaining governmental and other third party consents and approvals, including without limitation any consent of any licensor, lessor or other person or entity obligated on Collateral, (iv) obtaining waivers from mortgages and landlords in form and substance satisfactory to the Lender, and (v) taking all actions required by the UCC in effect from time to time or by other law, as applicable in any relevant UCC jurisdiction, or by other law as applicable in any foreign jurisdiction and as requested by Lender, (t) will not change its state of incorporation or organization or Type of Organization without providing Lender with at least thirty (30) days’ prior written notice; (u) will not change its legal name without providing Lender with at least 30 days’ prior written notice; and (v) will reimburse the Lender Administrative Agent for all reasonable expenses, including reasonable attorney’s attorneys’ fees and charges (including time charges of attorneys who are employees of the Lender)legal expenses, incurred by the Lender Administrative Agent in seeking to collect or enforce any rights in respect of Debtor’s the Collateral. Any reasonable expenses incurred by the Administrative Agent in protecting, preserving or and maintaining any Collateral shall be borne by the Debtor. Except as otherwise expressly set forth in Section 2, whenever a Whenever an Event of Default shall be existingexisting and continuing, the Lender shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the Debtor shall at the request of the Lender Administrative Agent do any and all lawful acts and execute any and all proper documents reasonably required by the Lender Administrative Agent in aid of such enforcement and the Debtor shall promptly, upon demand, reimburse and indemnify the Lender Administrative Agent for all reasonable costs and expenses incurred by the Lender Administrative Agent in the exercise of its rights under this Section 6. Notwithstanding the foregoing, the Lender shall have no obligation or liability regarding the Collateral or any Proceeds thereof by reason of, or arising out of, this Agreement. To the extent Debtor uses any of the proceeds from the Loans to purchase Collateral, Debtor’s repayment of the Loans shall apply on a “first- in-first-out” basis so that the portion of the Loans used to purchase a particular item of Collateral shall be paid in the chronological order the Debtor purchased the Collateral4.

Agreements of the Debtor. Debtor (a) shall, at the LenderAgent’s request, at any time and from time to time, execute and deliver to the Lender Agent such financing statements, amendments and other documents and do such acts as the Lender Agent deems necessary in order to establish and maintain valid, attached and perfected security interests in the Collateral in favor of the LenderLender Parties, free and clear of all Liens and claims and rights of third parties whatsoever except Permitted Liens. Debtor hereby irrevocably authorizes the Lender Agent at any time, and from time to time, to file in any jurisdiction ay initial financing statements and amendments thereto that (i) indicate the Collateral (x) as all assets of Debtor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the jurisdiction wherein such financing statement or amendment is filed, or (y) as being of an equal or lesser scope or within greater detail, and (ii) contain any other information required by Section 5 of Article 9 of the UCC of the jurisdiction wherein such financing statement or amendment is filed regarding the sufficiency or filing office acceptance of any financing statement or amendment, including (x) whether Debtor is an organization, the Type of Organization the Organization ID Number issued to Debtor and (y) in the case of a financing statement filed as a fixture filing or indicating Collateral to be extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates, Debtor further ratifies and affirms its authorization for any financing statements and/or amendments thereto, filed by the Lender Agent in any jurisdiction prior to the date of this Agreement, (b) will keep all its Inventory and other tangible Collateral at, and will not maintain any place of business at any location other than, its address(es) shown on Schedules I and II hereto or at such other addresses of which Debtor shall have given the Lender Agent not less than 30 days’ prior written notice, (c) will keep its records concerning the Non-Tangible Collateral in such a manner as will enable the Lender Agent or its designees to determine at any time the status of the Non-Tangible Collateral; (d) will furnish the Lender Agent such information concerning Debtor, the Collateral and the Account Debtors as the Lender Agent may from time to time reasonably request; (e) will permit the Lender Agent and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a Default) to inspect Debtor’s Inventory and other Goods, and to inspect, audit and make copies of and extracts from all records and other papers in the possession of Debtor pertaining to the Collateral and the Account Debtors, and will, upon request of the Lender Agent during the existence of a Default, deliver to the Lender Agent all of such records and papers; (f) will, upon request of the LenderAgent, stamp on its records concerning the Collateral, and add on all Chattel Paper and Instruments constituting a portion of the Collateral, a notation, in form satisfactory to the LenderAgent, of the security interest of the Lender Agent hereunder; (g) except for the sale or lease of Inventory in the ordinary course of its business and sales of Equipment which is no longer useful in its business or which is being replaced by similar Equipment, and except for the licensing of Debtor’s Intellectual Property in the ordinary course of Debtor’s business upon fair and reasonable terms which are fully disclosed to LenderAgent, and the abandonment of Intellectual Property which in Debtor’s reasonable discretion is no longer useful in the business or not otherwise economically desirable, will not sell, lease, license or assign any Collateral or create or permit to exist any lien on any Collateral other than Permitted Liens; (h) will at all times keep all of its Inventory and other Goods insured under policies maintained with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained by companies similarly situated, and cause all such policies to provide that loss thereunder shall be payable to the Lender Agent as its interest may appear (it being understood that (A) so long as no Default shall be existing, the Lender Agent shall deliver any proceeds of such insurance which may be received by it to Debtor and (B) whenever a Default shall be existing, the Lender Agent may apply any proceeds of such insurance which may be received by it toward payment of the Obligations, whether or not due, in such order of application as the Lender Agent may determine), and such policies or certificates thereof shall, if the Lender Agent so requests, be deposited with or furnished to the LenderAgent; (i) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition; (j) will take such actions as are reasonably necessary to keep its Equipment in good repair and condition and in good working order, ordinary wear and tear excepted; (k) will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other Goods; (1) will, upon request of the LenderAgent, (i) cause to be noted on the applicable certificate, in the event any of its Equipment is covered by a certificate of title, the security interest of the Lender Agent in the Equipment covered thereby, and (ii) deliver all such certificates to the Lender Agent or its designees; (m) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (n) except as listed on Schedule VI, will keep all of the tangible Collateral in the United States; (o) will promptly notify Lender Agent in writing upon acquiring or otherwise obtaining any Collateral after the date hereof consisting of Deposit Accounts, Investment Property, Letter-of-Credit Rights or Electronic Chattel Paper and, upon the request of LenderAgent, will promptly execute such other documents, and do such other acts or things deemed appropriate by Lender Agent to deliver to Lender Agent control with respect to such Collateral; (p) will promptly notify Lender Agent in writing upon acquiring or otherwise obtaining any Collateral after the date hereof consisting of Documents or Instruments and, upon the request of LenderAgent, will promptly execute such other documents, and do such other acts or things deemed appropriate by Lender Agent to deliver to Lender Agent possession of such Documents which are negotiable and Instruments, and, with respect to nonnegotiable Documents, to have such nonnegotiable Documents issued in the name of the LenderAgent; (q) with respect to Collateral in the possession of a third party, other than Certificated Securities and Goods covered by a Document, will obtain an acknowledgment from the third party that it is holding the Collateral for benefit of the LenderAgent, if requested by Lenderthe Agent; (r) will promptly notify Lender Agent in writing upon incurring or otherwise obtaining a Commercial Tort Claim in excess of $25,000 individually or Commercial Tort Claims in excess of $50,000 in the aggregate after the date hereof against any third party, and, upon the request of LenderAgent, will promptly enter into an amendment to this Agreement, and do such other acts or things deemed appropriate by the Lender Agent to give Lender Agent a security interest in such Commercial Tort Claim or Commercial Tort Claims, as applicable; (s) further agrees to take other action reasonably requested by the Lender Agent to insure the attachment, and the ability of the Lender Agent to enforce, the security interests in any and all of the Collateral including, without limitation, (i) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCC, to the extent, if any, that the Debtor’s signature thereon is required therefore, (ii) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Lender Agent to enforce, the security interests in such Collateral, (iii) obtaining governmental and other third party consents and approvals, including without limitation any consent of any licensor, lessor or other person or entity obligated on Collateral, (iv) obtaining waivers from mortgages and landlords in form and substance satisfactory to the LenderAgent, and (v) taking all actions required by the UCC in effect from time to time or by other law, as applicable in any relevant UCC jurisdiction, or by other law as applicable in any foreign jurisdiction and as requested by LenderAgent, (t) will not change its state of incorporation or organization or Type of Organization without providing Lender Agent with at least thirty (30) days’ prior written notice; (u) will not change its legal name without providing Lender Agent with at least 30 days’ prior written notice; and (v) will reimburse the Lender Agent for all expenses, including reasonable attorney’s fees and charges (including time charges of attorneys who are employees of the LenderAgent), incurred by the Lender Agent in seeking to collect or enforce any rights in respect of Debtor’s Collateral. Any expenses incurred in protecting, preserving or maintaining any Collateral shall be borne by the Debtor. Except as otherwise expressly set forth in Section 2, whenever a Default shall be existing, the Lender Agent shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the Debtor shall at the request of the Lender Agent do any and all lawful acts and execute any and all proper documents required by the Lender Agent in aid of such enforcement and Debtor shall promptly, upon demand, reimburse and indemnify the Lender Agent for all costs and expenses incurred by the Lender Agent in the exercise of its rights under this Section 6. Notwithstanding the foregoing, the Lender Agent shall have no obligation or liability regarding the Collateral or any Proceeds thereof by reason of, or arising out of, this Agreement. To the extent Debtor uses any of the proceeds from the Loans to purchase Collateral, Debtor’s repayment of the Loans shall apply on a “first- in-first-out” basis so that the portion of the Loans used to purchase a particular item of Collateral shall be paid in the chronological order the Debtor purchased the Collateral.

Agreements of the Debtor. The Debtor (a) shallwill, at upon request of the Lender’s request, at any time and from time to timeIssuer, execute (as applicable) and deliver to the Lender such financing statements, amendments statements and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Issuer) and do such other acts and things, as the Lender deems necessary Issuer may reasonably request in order to establish connection with the perfection and maintain valid, attached and perfected security interests in the Collateral in favor enforcement of the Lender, security interest granted hereunder; (b) will cause the Issuer's security interest in Collateral consisting of Investment Property to be and remain continuously perfected by Control (free and clear of all Liens and other liens, claims and rights of third parties whatsoever except whatsoever, other than Permitted Liens. Debtor hereby irrevocably authorizes ) to secure the Lender at any time, and from time to time, to file in any jurisdiction ay initial financing statements and amendments thereto that (i) indicate the Collateral (x) as all assets of Debtor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 payment of the UCC of the jurisdiction wherein such financing statement or amendment is filed, or (y) as being of an equal or lesser scope or within greater detail, and (ii) contain any other information required by Section 5 of Article 9 of the UCC of the jurisdiction wherein such financing statement or amendment is filed regarding the sufficiency or filing office acceptance of any financing statement or amendment, including (x) whether Debtor is an organization, the Type of Organization the Organization ID Number issued to Debtor and (y) in the case of a financing statement filed as a fixture filing or indicating Collateral to be extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates, Debtor further ratifies and affirms its authorization for any financing statements and/or amendments thereto, filed by the Lender in any jurisdiction prior to the date of this Agreement, (b) will keep all its Inventory and other tangible Collateral at, and will not maintain any place of business at any location other than, its address(es) shown on Schedules I and II hereto or at such other addresses of which Debtor shall have given the Lender not less than 30 days’ prior written notice, Liabilities; (c) will keep its records concerning the Non-Tangible Collateral in such a manner as will enable the Lender Issuer or its designees to determine at any time the status of the Non-Tangible Collateral; (d) will furnish the Lender Issuer such information concerning the Debtor, the Collateral and the Account Debtors Financial Institution as the Lender Issuer may from time to time reasonably request; (e) will permit the Lender and its designees, from time to time, on reasonable notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of a Default) to inspect Debtor’s Inventory and other Goods, and to inspect, audit and make copies of and extracts from all records and other papers in the possession of Debtor pertaining to the Collateral and the Account Debtors, and will, upon reasonable request of the Lender during the existence of a Default, deliver to the Lender all of such records and papers; (f) will, upon request of the LenderIssuer, stamp on its records concerning the Collateral, and add on all Chattel Paper and Instruments constituting a portion of the Collateral, a notation, in form reasonably satisfactory to the LenderIssuer, of the security interest of the Lender Issuer hereunder; (f) will pay to the Financial Institution any charges or costs imposed by the Financial Institution pursuant to agreements with the Financial Institution; (g) except for the sale or lease of Inventory in the ordinary course of its business and sales of Equipment which is no longer useful in its business or which is being replaced by similar Equipmentagrees to indemnify, defend, and except for hold harmless the licensing of Debtor’s Intellectual Property Issuer, its successors and assigns and its directors, officers, employees and agents, from and against any and all losses, liabilities, damages, obligations, deficiencies, payments, costs and expenses sustained or incurred by the Issuer in any way arising from or related to the ordinary course of Debtor’s business upon fair and reasonable terms Issuer's actions with respect to the Financial Institution other than any such losses, liabilities, damages, obligations, deficiencies, payment costs or expenses which are fully disclosed determined by a court of competent jurisdiction by a final and nonappealable judgment to Lenderhave resulted from the gross negligence or willful misconduct of the Issuer, its successors and the abandonment of Intellectual Property which in Debtor’s reasonable discretion is no longer useful in the business assigns, or not otherwise economically desirableits directors, will not sellofficers, lease, license employees or assign any Collateral or create or permit to exist any lien on any Collateral other than Permitted Liens; agents and (h) will at all times keep all of its Inventory and other Goods insured under policies maintained with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is customarily maintained by companies similarly situated, and cause all such policies to provide that loss thereunder shall be payable to the Lender as its interest may appear (it being understood that (A) so long as no Default shall be existing, the Lender shall deliver any proceeds of such insurance which may be received by it to Debtor and (B) whenever a Default shall be existing, the Lender may apply any proceeds of such insurance which may be received by it toward payment of the Obligations, whether or not due, in such order of application as the Lender may determine), and such policies or certificates thereof shall, if the Lender so requests, be deposited with or furnished to the Lender; (i) will take such actions as are reasonably necessary to keep its Inventory in good repair and condition; (j) will take such actions as are reasonably necessary to keep its Equipment in good repair and condition and in good working order, ordinary wear and tear excepted; (k) will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of its Equipment and other Goods; (1) will, upon request of the Lender, (i) cause to be noted on the applicable certificate, in the event any of its Equipment is covered by a certificate of title, the security interest of the Lender in the Equipment covered thereby, and (ii) deliver all such certificates to the Lender or its designees; (m) will take all steps reasonably necessary to protect, preserve and maintain all of its rights in the Collateral; (n) except as listed on Schedule VI, will keep all of the tangible Collateral in the United States; (o) will promptly notify Lender in writing upon acquiring or otherwise obtaining any Collateral after the date hereof consisting of Deposit Accounts, Investment Property, Letter-of-Credit Rights or Electronic Chattel Paper and, upon the request of Lender, will promptly execute such other documents, and do such other acts or things deemed appropriate by Lender to deliver to Lender control with respect to such Collateral; (p) will promptly notify Lender in writing upon acquiring or otherwise obtaining any Collateral after the date hereof consisting of Documents or Instruments and, upon the request of Lender, will promptly execute such other documents, and do such other acts or things deemed appropriate by Lender to deliver to Lender possession of such Documents which are negotiable and Instruments, and, with respect to nonnegotiable Documents, to have such nonnegotiable Documents issued in the name of the Lender; (q) with respect to Collateral in the possession of a third party, other than Certificated Securities and Goods covered by a Document, will obtain an acknowledgment from the third party that it is holding the Collateral for benefit of the Lender, if requested by Lender; (r) will promptly notify Lender in writing upon incurring or otherwise obtaining a Commercial Tort Claim in excess of $25,000 individually or Commercial Tort Claims in excess of $50,000 in the aggregate after the date hereof against any third party, and, upon the request of Lender, will promptly enter into an amendment to this Agreement, and do such other acts or things deemed appropriate by the Lender to give Lender a security interest in such Commercial Tort Claim or Commercial Tort Claims, as applicable; (s) further agrees to take other action reasonably requested by the Lender to insure the attachment, and the ability of the Lender to enforce, the security interests in any and all of the Collateral including, without limitation, (i) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCC, to the extent, if any, that the Debtor’s signature thereon is required therefore, (ii) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Lender to enforce, the security interests in such Collateral, (iii) obtaining governmental and other third party consents and approvals, including without limitation any consent of any licensor, lessor or other person or entity obligated on Collateral, (iv) obtaining waivers from mortgages and landlords in form and substance satisfactory to the Lender, and (v) taking all actions required by the UCC in effect from time to time or by other law, as applicable in any relevant UCC jurisdiction, or by other law as applicable in any foreign jurisdiction and as requested by Lender, (t) will not change its state of incorporation or organization or Type of Organization without providing Lender with at least thirty (30) days’ prior written notice; (u) will not change its legal name without providing Lender with at least 30 days’ prior written notice; and (v) will reimburse the Lender Issuer for all reasonable expenses, including reasonable attorney’s attorneys' fees and charges (including time charges of attorneys who are employees of the Lender)legal expenses, incurred by the Lender Issuer in seeking to collect or enforce any rights in respect of Debtor’s the Collateral. Any reasonable expenses incurred by the Issuer in protecting, preserving or and maintaining any Collateral shall be borne by the Debtor. Except as otherwise expressly set forth in Section 2, whenever a Whenever an Event of Default shall be existingexisting and continuing, the Lender shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event the Debtor shall at the request of the Lender Issuer do any and all lawful acts and execute any and all proper documents reasonably required by the Lender Issuer in aid of such enforcement and the Debtor shall promptly, upon demand, reimburse and indemnify the Lender Issuer for all reasonable costs and expenses incurred by the Lender Issuer in the exercise of its rights under this Section 6. Notwithstanding the foregoing, the Lender shall have no obligation or liability regarding the Collateral or any Proceeds thereof by reason of, or arising out of, this Agreement. To the extent Debtor uses any of the proceeds from the Loans to purchase Collateral, Debtor’s repayment of the Loans shall apply on a “first- in-first-out” basis so that the portion of the Loans used to purchase a particular item of Collateral shall be paid in the chronological order the Debtor purchased the Collateral4.