Common use of Collateral Clause in Contracts

Collateral. (a) Borrower and each its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public).

Collateral. (a) Borrower and each its Subsidiaries have has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder and under the Loan DocumentsISR Debentures, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect of and which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent 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. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)Perfection Certificate. None of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. (d) . Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public), and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property 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, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower The security interest granted herein is and each its Subsidiaries have shall at all times continue to be a first priority perfected security interest in the Collateral (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . (b) Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than Bank or Bank’s Affiliates except for (i) the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith and (ii) the Collateral Accounts permitted to be maintained in accordance with Section 5.9(c), in the case of each of (i) and (ii), with respect of to which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent Bank a perfected security interest therein, pursuant to, and to the extent required by, the terms of Section 5.9(c). The Accounts are bona fide, existing obligations of the Account Debtors. (bc) On the Effective DateExcept for Collateral with an aggregate value not to exceed $500,000.00, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse)) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 6.2 of this Agreement. Except for components with an aggregate value not to exceed $500,000.00, and (ii) no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). None none of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.116.2. (cd) All Inventory is in all material respects of good and marketable quality, free from material defects. (de) Borrower owns, or possesses the right to use to the extent necessary in its business, all Intellectual Property, licenses and each other intangible assets that are used in the conduct of its Subsidiaries is business as now operated, except to the sole owner extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, to the best knowledge of Borrower, infringes upon the valid Intellectual Property each respectively purports Property, license, or intangible asset of any other Person to own, free and clear of all Liens other than Permitted Liens. the extent that such infringement could reasonably be expected to have a material adverse effect on Borrower’s business or operations. (f) Except as noted on the Perfection CertificatesCertificate or for which notice has been given to Bank pursuant to and in accordance with Section 5.11(c), neither Borrower nor any of its Subsidiaries is not a party to, nor is it bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public)Restricted License.

Collateral. (a) Borrower and each its Subsidiaries have has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect of and which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary requested by Bank to give Collateral Agent 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. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)Perfection Certificate. None of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. (d) . Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for licenses granted to its customers in the ordinary course of business, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate (as may be updated from time to time pursuant to Section 6.8(b)). Each Patent 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, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower and each its Subsidiaries have has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect of and which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent 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. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)Perfection Certificate. None of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) 7.2. Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public), and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property 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, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower and each its Subsidiaries have has good title to, have has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment has no deposit accounts other than the Collateral Accounts or deposit accounts with Bank, the other investment deposit accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect herewith, or of which Borrower or such Subsidiary has given Collateral Agent Bank notice and taken such actions as are necessary to give Collateral Agent Bank a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)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 disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) 7.2. Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to own, free own except for (a) nonexclusive licenses granted to its customers in the ordinary course of business and clear licenses that could not result in a legal transfer of all Liens title of the licensed property but that may be exclusive in respects other than Permitted Liens. Except territory and that may be exclusive as noted on to territory only as to discreet geographical areas outside of the Perfection CertificatesUnited States, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public)public and other non-material Intellectual Property licensed to Borrower, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. 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, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower and each its Subsidiaries have has good title to, have has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment has no deposit accounts other than the Collateral Accounts or deposit accounts with Bank, the other investment deposit accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect herewith, or of which Borrower or such Subsidiary has given Collateral Agent Bank notice and taken such actions as are necessary to give Collateral Agent Bank a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)Perfection Certificate. None of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) 7.2. Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (a) non-exclusive licenses granted to its customers in the ordinary course of business and licenses permitted under Section 7.1(e), free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public), and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property 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, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower and each its Subsidiaries have has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under hereunder or pursuant to the Loan DocumentsAustralian Mortgage Debenture, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect of and which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent 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. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)Perfection Certificate. None of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. (d) . Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public), and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property 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 Borrower has otherwise notified Bank pursuant to the terms of Section 6.7(c) hereof, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower and each its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public).

Collateral. (a) Borrower and each its Subsidiaries have has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect of and which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent 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. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)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 disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. (d) . Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the publicpublic and other non-material Intellectual Property licensed to Borrower, (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate, and (d) licenses for the use of the Intellectual Property of Borrower or any of its Subsidiaries entered into an arms-length basis between or among Borrower and Borrower’s Subsidiaries. Each Patent which it owns or purports to own and which is material to Borrower’s business 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 disclosed to Bank pursuant to Section 6.10(b), Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower and each its Subsidiaries have has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect of and which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent 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. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)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 disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. , except for (di) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower and each of its Subsidiaries maintains adequate reserves. Borrower is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, free and clear (b) licenses permitted under clause (h) of all Liens other than the definition of Permitted Liens. Except as noted on the Perfection CertificatesLien, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ic) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public, and (d) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate (as the same may be updated from time to time and delivered to Bank). Each Patent 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 (as the same may be updated from time to time and delivered to Bank), Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower and each its Subsidiaries have has good title to, have rights in, and to the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan DocumentsCollateral, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit account, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, deposit accounts with Bank and deposit accounts described in the Perfection Certificates Certificate delivered to Collateral Agent the Bank in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest thereinherewith. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Dateobligations, and except the service or property has been performed or delivered to the account debtor or its agent for immediate shipment to and unconditional acceptance by the account debtor. Except as disclosed on set forth in the Perfection Certificate (i) Certificate, the Collateral is not in the possession of any third party bailee (such as a warehouse). Except as hereafter disclosed to the Bank in writing by Borrower, and (ii) no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). None none of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on Certificate. In the Effective Date event that Borrower, after the date hereof, intends to store or as permitted pursuant otherwise deliver any portion of the Collateral to Section 6.11. (c) a 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. (d) . Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property, except for non-exclusive licenses granted to its customers in the ordinary course of business. Each Patent is valid and enforceable and no part of the Intellectual Property each respectively purports to ownhas been judged invalid or unenforceable, free in whole or in part, and clear no claim has been made that any part of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor Intellectual Property violates the rights of any of its Subsidiaries is a third party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available except to the public)extent such claim could not reasonably be expected to cause a Material Adverse Change.

Collateral. (a) Borrower and each its Subsidiaries have has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect of and which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent 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. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse), ) except as otherwise provided in the Perfection Certificate and (ii) no such third party bailee possesses components of the except for Collateral in excess of Two valued at less than One Hundred Fifty Thousand Dollars ($250,000.00)150,000) at any time. None of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. 7.2 or Collateral which by its very nature is intended to be maintained at locations other than the Borrower’s places of business. Borrower is the sole owner of the Intellectual Property 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. Each Patent 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. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection CertificatesCertificate, neither Borrower nor any of its Subsidiaries is not a party to, nor is it bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public)Restricted License.

Collateral. (a) Borrower and each its Subsidiaries have has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect of and which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent 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. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse), and ) except as otherwise provided in the Perfection Certificate (ii) no such third party bailee possesses components of as the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00same 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 disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. 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 (c) $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. (d) . Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate (as the same may be updated from time to time pursuant to Section 6.10(b)). 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 have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate (as the same may be updated from time to time pursuant to Section 6.10(b)), Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower and each its Subsidiaries have has good title to, have has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than Bank or Bank's Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect herewith, or of which Borrower or such Subsidiary has given Collateral Agent Bank notice and taken such actions as are necessary to give Collateral Agent Bank a perfected security interest therein, to the extent required by the terms of Section 6.8(b). The To Borrower's knowledge, the Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date. All unreserved Inventory is in all material respects of good and marketable quality, and except as disclosed on the Perfection Certificate (i) the free from material defects. The Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)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 disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects 7.2 of good and marketable quality, free from material defects. (d) this Agreement. Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public), and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. 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 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 with respect to which notice is provided pursuant to Section 6.9(c) hereof, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower and each its Subsidiaries have has good title to, have has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment has no deposit accounts other than the Collateral Accounts or deposit accounts with Bank, the other investment deposit accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect herewith, or of which Borrower or such Subsidiary has given Collateral Agent Bank notice and taken such actions as are necessary to give Collateral Agent Bank a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)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 disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) 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 defects. (d) in its sole discretion, has agreed to finance. Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to own, free own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business and clear licenses that could not result in a legal transfer of all Liens title of the licensed property but that may be exclusive in respects other than Permitted Liens. Except territory and that may be exclusive as noted on to territory only as to discreet geographical areas outside of the Perfection CertificatesUnited States, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public)public and other non-material Intellectual Property licensed to Borrower, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. 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, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower and each its Subsidiaries have has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect of or disclosed to Bank pursuant to Section 6.7(b).and which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent 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. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)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 disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) 7.2. All Borrower’s Inventory is in all material respects of good and marketable quality, free from material defects. (d) . Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public)public and other non-material Intellectual Property licensed to Borrower, (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate or as otherwise disclosed to Bank and (d) licenses of Intellectual Property that could not result in a legal transfer of title of the licensed property that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discreet geographical areas outside of the United States. 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 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, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower and each its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects, except for Inventory for which adequate reserves (such reserves not to exceed five percent (5.00%) of the book value of all such Inventory) have been established and maintained. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public).

Collateral. (a) Borrower and each its Subsidiaries have Guarantor has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of to which Borrower or such Subsidiary Guarantor has given Collateral Agent notice and taken taken, subject to Section 6.6 (a), such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral, subject only to Permitted Liens that are permitted by the terms of this Agreement to have priority to Collateral Agent’s Lien. (c) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse)bailee, and (ii) no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (cd) All Inventory and Equipment is in all material respects of good and marketable quality, free from material defects. (de) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public)Material Agreement.

Collateral. (a) Borrower and each its Subsidiaries have has good title to, have has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment has no deposit accounts other than the Collateral Accounts or deposit accounts with Bank, the other investment deposit accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect herewith, or of which Borrower or such Subsidiary has given Collateral Agent Bank notice and taken such actions as are necessary to give Collateral Agent Bank a perfected security interest thereintherein (with the exception of the HRP Account). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)Perfection Certificate. None of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted Borrower has given Bank notice pursuant to Section 6.11. (c) 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. (d) . Borrower and each of its Subsidiaries is the sole owner of its intellectual property, except for non-exclusive licenses granted to its customers in the Intellectual Property each respectively purports ordinary course of business. Each patent is valid and enforceable, and no part of the intellectual property has been judged invalid or unenforceable, in whole or in part, and to ownthe best of Borrower’s knowledge, free and clear no claim has been made that any part of all Liens other than Permitted Liensthe intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection CertificatesCertificate, neither Borrower nor any of its Subsidiaries is not a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender Bank within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any such license or agreement with respect which is reasonably likely to which Borrower have a material impact on Borrower’s business or any Subsidiary is the licensee 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. (a) Borrower and each its Subsidiaries have has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect of and which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent 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. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)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 disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. (d) . Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property 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 disclosed in writing pursuant to Section 6.8(b), Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Co-Borrower and each its Subsidiaries have has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Co-Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect of and which Co-Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent 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 (bother than Offsite Collateral) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)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 disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. (d) . Co-Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (a) licenses permitted hereunder, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public), (c) material Intellectual Property licensed to Co-Borrower and noted on the Perfection Certificate, and (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 otherwise disclosed in writing to Bank, Co-Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower and each its Subsidiaries have Each Loan Party has good title to, have rights in, and the power to transfer pledge each item of the Collateral upon which it purports to ▇g▇▇▇▇ ▇ ▇▇▇▇ under this Agreement and the other Loan Documents, free and clear of any and all Liens except except, Permitted Liens. Each Loan Party has good record and marketable title in fee simple to, and neither Borrower nor any or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its Subsidiaries have any Deposit Accountsbusiness, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect each case free and clear of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account DebtorsLiens prohibited by this Agreement. (b) On the Effective Closing Date, and except as disclosed each Loan Party has delivered to the Lender a completed Perfection Certificate signed by such Loan Party. As of the date hereof (i) such Loan Party’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof, (ii) such Loan Party is an organization of the type and is organized or incorporated in the jurisdiction set forth in the Perfection Certificate, (iii) the Perfection Certificate accurately sets forth such Loan Party’s organizational identification number or accurately states that such Loan Party has none, (iv) the Perfection Certificate accurately sets forth such Loan Party’s place of business, or, if more than one, its chief executive office as well as such Loan Party’s mailing address (if different than its chief executive office), (v) such Loan Party (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction and (vi) all other information set forth on the Perfection Certificate pertaining to such Loan Party is true and correct in all material respects. (c) The Code financing statements or other appropriate filings, recordings or registrations containing a description of the Collateral have been prepared based upon the information set forth in the Perfection Certificate and constitute all the filings, recordings and registrations (other than filings required to be made in the United States Patent and Trademark Office and the United States Copyright Office in order to perfect the Security Interest in Collateral consisting of United States Patents, United States Trademarks and United States registered Copyrights) that are necessary as of the Closing Date to establish a valid and perfected security interest in favor of the Lender, for the benefit of the Lender, in respect of the Collateral in which the Security Interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof). The Notices of Grant of Security Interest in Intellectual Property executed by the applicable Loan Parties containing descriptions of all Collateral that consists of material United States federally issued Patents (and material Patents for which United States federal registration applications are pending), material United States federally registered Trademarks (and material Trademarks for which United States federal registration applications are pending) and material United States federally registered Copyrights (i) have been delivered to the Collateral is not in Lender for recording with the possession of any third party bailee (such as a warehouse)United States Patent and Trademark Office and the United States Copyright Office, and (ii) no such third party bailee possesses components are sufficient to protect the validity of and to establish a legal, valid and perfected security interest (or, in the case of Patents and Trademarks, notice thereof) in favor of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). None Lender, for the benefit of the components Lender, in respect of all Collateral consisting of such Intellectual Property as of the Collateral shall Closing Date in which a security interest may be maintained at locations other than as disclosed in perfected by recording with the Perfection Certificates on United States Patent and Trademark Office and the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defectsUnited States Copyright Office. (d) Borrower The Security Interest constitutes (i) a legal and each of its Subsidiaries is valid security interest in the sole owner Collateral securing the payment and performance of the Obligations, (ii) subject to the filings described in Section 6.2(c), a perfected security interest in all Collateral in which a security interest may be perfected by filing, recording or registering a Code financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the Code or other applicable law in such jurisdictions and (iii) subject to the filings described in Section 6.2(c), a security interest that shall be perfected in all Collateral in which a security interest may be perfected upon the receipt and recording of the Notices of Grant of Security Interest in Intellectual Property with the United States Copyright Office. The Security Interest is and shall be prior to any other Lien on any of the Collateral, other than certain statutory Liens. (e) As of the date hereof, the Loan Parties do not hold commercial tort claims in the aggregate reasonably estimated to be equal to or in excess of $10,000 except as set forth on Schedule 2 hereto. (f) The Perfection Certificate includes a complete and accurate list as of the date hereof of (i) all Subsidiaries, joint ventures and partnerships and other equity investments of the Loan Parties, (ii) the number of shares of each respectively purports to ownclass of Equity Interests in each Subsidiary outstanding, (iii) the number and percentage of outstanding shares of each class of Equity Interests owned by the Loan Parties and their Subsidiaries and (iv) the class or nature of such Equity Interests (i.e., voting, non-voting, preferred, etc.). The outstanding Equity Interests in all Subsidiaries are validly issued, fully paid and non-assessable and are owned free and clear of all Liens Liens. There are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than Permitted Liensstock options granted to employees or directors and directors’ qualifying shares) of any nature relating to the Equity Interests of any Loan Party or any Subsidiary thereof, except as contemplated in connection with the Loan Documents. (g) The Perfection Certificate includes a complete and accurate list of all Intellectual Property (including all applications for registration and issuance) owned by and a list of all material licensed Intellectual Property licensed by or to each of the Loan Parties (including the name/title of the property, current owner, registration or application number, and registration or application date and such other information as reasonably requested by the Lender). (h) The Perfection Certificate includes a complete and accurate description of all documents, instruments, and tangible chattel paper (each, as defined in the Code) of the Loan Parties (including the Loan Party owning such documents, instruments, and tangible chattel paper and such other information as reasonably requested by the Lender). (i) The Perfection Certificate includes a complete and accurate description of all deposit accounts and securities accounts of the Loan Parties, including the name of (A) the applicable Loan Party, (B) in the case of a deposit account, the depository institution and whether such account is a zero balance account or a payroll account, and (C) in the case of a securities account, the securities intermediary or issuer, as applicable. (j) The Perfection Certificate includes a complete and accurate description of all Electronic Chattel Paper (as defined in the Code) and Letter-of-Credit Rights (as defined in the Code) of the Loan Parties, including the name of (A) the applicable Loan Party, (B) in the case of Electronic Chattel Paper (as defined in the Code), the account debtor and (C) in the case of Letter-of-Credit Rights (as defined in the Code), the issuer or nominated person, as applicable. (k) The Perfection Certificate includes a complete and accurate list of (i) all pledged securities and (ii) all other Equity Interests required to be pledged to the Lender pursuant to the Loan Documents (in each case, detailing the Loan Party, the Person whose Equity Interests are pledged, the number of shares of each class of Equity Interests, the certificate number and percentage ownership of outstanding shares of each class of Equity Interests and the class or nature of such Equity Interests (i.e., voting, non-voting, preferred, etc.)). (l) [reserved]. (m) The Loan Party owns, licenses or otherwise has a valid right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, trade secrets, know-how, franchises, licenses and other intellectual property rights that are material to the operation of their respective businesses. To the knowledge of each Loan Party, neither the operation of the business, nor any product, service, process, method, substance, part or other material now used, or now contemplated to be used, by any Loan Party infringes, misappropriates, dilutes or otherwise violates in any material respect upon any rights held by any other Person. Except as noted set forth on the Perfection CertificatesSchedule 4, neither Borrower nor no claim or litigation regarding any of its Subsidiaries the foregoing is pending or, to the knowledge of any Loan Party, threatened in writing, which, either individually or in the aggregate, could reasonably be expected to have a party toMaterial Adverse Effect. To the knowledge of any Loan Party, nor is bound bythere has been no unauthorized use, access, interruption, modification, corruption or malfunction of any material license information technology assets or other material agreement with respect to which Borrower or such Subsidiary is the licensee that systems (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, information or (iitransactions stored or contained therein or transmitted thereby) for which a default under owned or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound used by any license Loan Party, which, either individually or agreement with respect in the aggregate, would reasonably be expected to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public)have a Material Adverse Effect.

Collateral. (a) Borrower and each its Subsidiaries have has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect of and which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent Bank a perfected security interest therein, to the extent required by Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse), and ) except as otherwise provided in the Perfection Certificate (iias may from time to time be updated in writing by Borrower after the Effective Date) no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)or as permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on Certificate (as may from time to time be updated in writing by Borrower after the Effective Date Date) or as permitted pursuant to Section 6.11. (c) 7.2. All Financed Equipment was new at the time it became Financed Equipment, except for such Financed Equipment that has been disclosed in writing to Bank by Borrower as “used” and that Bank, in its sole discretion, previously agreed to finance under the Prior Loan Agreement. All Inventory is in all material respects of good and marketable quality, free from material defects. (d) . Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public), and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property 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.

Collateral. (a) Borrower and each its Subsidiaries have has good title to, have has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment has no deposit accounts other than the Collateral Accounts or deposit accounts with Bank, the other investment deposit accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect herewith, or of which Borrower or such Subsidiary has given Collateral Agent Bank notice and taken such actions as are necessary to give Collateral Agent 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. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse)) except as otherwise provided in the Perfection Certificate, and (ii) no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)or as permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) 7.2. Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate (which shall be deemed updated to reflect information provided in any notice delivered by Borrower to Bank pursuant to Section 6.7(b)). Each Patent 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 Bank pursuant to Section 6.7(b), Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower and each its Subsidiaries have Each Loan Party has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than . (b) Except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate or in a notice timely delivered pursuant to Section 6.6, no Loan Party has any Collateral Agent in connection herewith Accounts at or with any bank, broker or other financial institution, and with respect of which Borrower or such Subsidiary to each Collateral Account located in the United States, each Loan Party has given Collateral Agent notice and taken such actions as are necessary to give Collateral Trustee or ISR Collateral Agent (as applicable) a perfected security interest thereintherein as required pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (bc) On The Collateral is located only at the Effective Date, and except as disclosed on locations identified in the Perfection Certificate (i) the and any other locations as to which Loan Parties have complied with Section 6.12. The Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). None of the components of the Collateral shall be maintained at locations other than Perfection Certificate or as disclosed in the Perfection Certificates on the Effective Date or as permitted writing pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects6.12. (d) Borrower and each of its Subsidiaries Each Loan Party is the sole owner of the Intellectual Property each respectively which it owns or purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that own except for (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other propertylicenses constituting “Permitted Transfers”, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten open-source software, (10iii) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public, (iv) material Intellectual Property licensed to such Loan Party and noted on the Perfection Certificate or as disclosed pursuant to Section 6.7(b), and (v) immaterial Intellectual Property licensed to such Loan Party. Each Patent (other than patent applications) which it owns or purports to own and which is material to such Loan Party’s business is valid and enforceable, and no part of the Intellectual Property which a Loan Party owns or purports to own and which is material to the Loan Parties’ business has been judged invalid or unenforceable, in whole or in part. To the best of each Loan Party’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a Material Adverse Effect. Except as noted on the Perfection Certificate or as disclosed pursuant to Section 6.7(b), no Loan Party is a party to, nor is it bound by, any Restricted License. No Subsidiary which is not a Loan Party owns any material Intellectual Property. It will not be necessary to use any inventions of any of such Loan Party’s employees or consultants (or Persons it currently intends to hire) made prior to their employment by such Loan Party. Each current and prior employee, consultant or other Affiliate thereof has entered into an invention assignment agreement or similar agreement with such Loan Party with respect to all intellectual property rights he or she owns that are related to the Loan Parties’ business.

Collateral. (a) Borrower and each its Subsidiaries have Each Loan Party has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, . (b) Except for the Excluded Accounts and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate or in a notice timely delivered pursuant to Section 6.6, no Loan Party has any Excluded Accounts or Collateral Agent in connection herewith Accounts at or with respect of which Borrower any bank, broker or such Subsidiary other financial institution, and each Loan Party has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent Trustee a perfected security interest thereinin the Collateral Accounts as required pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (bc) On The Collateral is located only at the Effective Date, and except as disclosed on locations identified in the Perfection Certificate (i) the and other Permitted Locations. The Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). None of the components of the Collateral shall be maintained at locations other than Perfection Certificate or as disclosed in the Perfection Certificates on the Effective Date or as permitted writing pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries Each Loan Party is the sole owner of the Intellectual Property each respectively which it owns or purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that own except for (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other propertylicenses constituting “Permitted Transfers”, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten open-source software, (10iii) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public, (iv) material Intellectual Property licensed to such Loan Party and noted on the Perfection Certificate or as disclosed pursuant to Section 6.7(b), and (v) immaterial Intellectual Property licensed to such Loan Party. Each Patent (other than patent applications) which it owns or purports to own and which is material to such Loan Party’s business is valid and enforceable, and no part of the Intellectual Property which a Loan Party owns or purports to own and which is material to the Loan Parties’ 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 a Material Adverse Effect. Except as noted on the Perfection Certificate or as disclosed pursuant to Section 6.7(b), no Loan Party is a party to, nor is it bound by, any Restricted License. No Subsidiary which is not a Loan Party owns any material Intellectual Property. It will not be necessary to use any inventions of any of such Loan Party’s employees or consultants (or Persons it currently intends to hire) made prior to their employment by such Loan Party. Each current and prior employee, consultant or other Affiliate thereof has entered into an invention assignment agreement or similar agreement with such Loan Party with respect to all intellectual property rights he or she owns that are related to the Loan Parties’ business.

Collateral. (a) Borrower and each its Subsidiaries have has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇g▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect of and which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent 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. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)Perfection Certificate. None of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) 7.2. Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (a) non exclusive licenses granted to its customers in the ordinary course of business, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public), and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property 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, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower and each its Subsidiaries have Each Credit Party has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor . No Credit Party has Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect of or as such Credit Party has otherwise notified Bank pursuant to Section 6.6(b), in each case for which Borrower or such Subsidiary has given Collateral Agent notice and the Credit Parties have taken such actions as are necessary to give Collateral Agent 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. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse), ) except as otherwise provided in the Perfection Certificate and (ii) no such third party bailee possesses components of except for Collateral valued in the Collateral in excess of Two aggregate for all locations at less than Four Hundred Fifty Thousand Dollars ($250,000.00)450,000.00) at any time. None of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. 7.2 or Collateral consisting of computer equipment which by its nature is intended to be maintained at locations other than Borrower’s principal places of business in the ordinary course of business in an aggregate amount for all such locations not to exceed One Million Dollars (c) $1,000,000.00). All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries . Each Credit Party is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public), and (c) material Intellectual Property licensed to a Credit Party and noted on the Perfection Certificate. Each Patent which a Credit Party owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which a Credit Party owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. 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, no Credit Party is a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower and each its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest thereintherein to the extent required under Section 6.6. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under thereunder or termination of thereof could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public).

Collateral. (a) Borrower and each its Subsidiaries have has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate (as the same may be updated from time to time) delivered to Collateral Agent Bank in connection herewith with respect of and which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent 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. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)Perfection Certificate. None of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. (d) . Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to own, free own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business and clear licenses that could not result in a legal transfer of all Liens title of the licensed property but that may be exclusive in respects other than Permitted Liens. Except territory and that may be exclusive as noted on to territory only as to discrete geographical areas outside of the Perfection CertificatesUnited States, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate (as the same may be updated from time to time pursuant to Section 6.8(b)). Each Patent 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 (as the same may be updated from time to time pursuant to Section 6.8(b)), Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower and each its Subsidiaries have Each Loan Party has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than . (b) Except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate or in a notice timely delivered pursuant to Section 6.6, no Loan Party has any Collateral Agent in connection herewith Accounts at or with respect of which Borrower any bank, broker or such Subsidiary other financial institution, and each Loan Party has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent Trustee a perfected security interest thereintherein as required pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (bc) On The Collateral is located only at the Effective Date, and except as disclosed on locations identified in the Perfection Certificate and other Permitted Locations. The Collateral (iother than mobile equipment such as laptop computer in the possession of a Borrower’s employees or agents) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). None of the components of the Collateral shall be maintained at locations other than Perfection Certificate or as disclosed in the Perfection Certificates on the Effective Date or as permitted writing pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects6.12. (d) Borrower and each of its Subsidiaries Each Loan Party is the sole owner of the Intellectual Property each respectively which it owns or purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that own except for (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other propertylicenses constituting “Permitted Transfers”, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten open-source software, (10iii) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public, (iv) material Intellectual Property licensed to such Loan Party and noted on the Perfection Certificate or as disclosed pursuant to Section 6.7(b), and (v) immaterial Intellectual Property licensed to such Loan Party. Each Patent (other than patent applications) which it owns or purports to own and which is material to such Loan Party’s business is valid and enforceable, and no part of the Intellectual Property which a Loan Party owns or purports to own and which is material to the Loan Parties’ 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 could not reasonably be expected to have a Material Adverse Effect. Except as noted on the Perfection Certificate or as disclosed pursuant to Section 6.7(b), no Loan Party is a party to, nor is it bound by, any Restricted License. No Subsidiary which is not a Loan Party owns any material Intellectual Property. It will not be necessary to use any inventions of any of such Loan Party’s employees or consultants (or Persons it currently intends to hire) made prior to their employment by such Loan Party. Each current and prior employee, consultant or other Affiliate thereof has entered into an invention assignment agreement or similar agreement with such Loan Party with respect to all intellectual property rights he or she owns that are related to the Loan Parties’ business.

Collateral. (a) Borrower and each its Subsidiaries have has good title to, have has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment has no deposit accounts other than the Collateral Accounts or deposit accounts with Bank, the other investment deposit accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect herewith, or of which Borrower or such Subsidiary has given Collateral Agent Bank notice and taken such actions as are necessary to give Collateral Agent Bank a perfected security interest therein. The Accounts are bona fide, existing obligations Collateral (other than Equipment with Borrower’s agents or employees in the ordinary course of business and Inventory in transit in the Account Debtors. (bordinary course of business) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)Perfection Certificate. 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 disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) 7.2. Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public), and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property 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, 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. (a) Borrower and each its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest thereintherein unless otherwise provided pursuant to Section 6.6. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public).

Collateral. (a) Borrower and each its Subsidiaries have has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect of and which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent 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. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)Perfection Certificate. None of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) 7.2. Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, free and clear licenses of all Liens Intellectual Property that could not result in a legal transfer of title of the licensed property that may be exclusive in respects other than Permitted Liens. Except territory and that may be exclusive as noted on to territory only as to discrete geographical areas outside of the Perfection CertificatesUnited States, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public), and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. 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, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇g▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter over‑the‑counter software that is commercially available to the public).

Collateral. (a) Borrower and each its Subsidiaries have has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than with SVB or SVB’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent in connection herewith with respect of and which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent Agent, for the ratable benefit of the Lenders, 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. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)Perfection Certificate. None of the components of the Collateral shall be (other than mobile equipment such as laptop computers in the possession of Borrower’s employees or agents) are currently being maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. (d) . Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public), and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent which it owns or purports to own and which “CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.” is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property 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, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower The security interest granted herein is and each its Subsidiaries have shall at all times continue to be a first priority perfected security interest in the Collateral (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . (b) Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect of and which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent Bank a perfected security interest therein, pursuant to the terms of Section 5.9(c). The Accounts are bona fide, existing obligations of the Account Debtors. (bc) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the The Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)Perfection Certificate or as permitted pursuant to Section 6.2. None of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.116.2. (cd) All Inventory is in all material respects of good and marketable quality, free from material defects. (de) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (a) non-exclusive licenses granted to its customers, free contract manufacturers, resellers and/or distributors in the ordinary course of business, and clear exclusive licenses that do not result in a legal transfer of all Liens other than Permitted Liens. Except title to the licensed property but may be exclusive in certain respects, including as noted on the Perfection Certificatesto specific fields of use, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public, and (c) Intellectual Property licensed to Borrower. Each patent which it owns or purports to own and which is material to Borrower’s business is, to its 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. Borrower has no knowledge of any infringement or violation by it of the intellectual property rights of any third party and has no knowledge of any violation or infringement by a third party of any of its Intellectual Property. The Collateral and the Intellectual Property constitute substantially all of the assets and property of Borrower, and Borrower owns all Intellectual Property associated with the business of Borrower and Subsidiaries, free and clear of any liens other than Permitted Liens. (f) Except as noted on the Perfection Certificate or for which notice has been given to Bank pursuant to and in accordance with Section 5.11(b), Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall, and shall cause its Subsidiaries to, take such commercially reasonable steps as Collateral Agent and any Lender requests to obtain the consent of, or waiver by, any Person whose consent or waiver is necessary for (i) all material licenses or agreements with respect to which Borrower or any Subsidiary is the licensee 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 agreement, whether now existing or entered into in the future, and (ii) Collateral Agent and each Lender shall have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Collateral Agent’s and such Lender’s rights and remedies under this Agreement and the other Loan Documents.

Collateral. (a) Borrower and each its Subsidiaries have has good title to, have has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment has no deposit accounts other than the Collateral Accounts or deposit accounts with Bank, the other investment deposit accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect herewith, or of which Borrower or such Subsidiary has given Collateral Agent Bank notice and taken such actions as are necessary to give Collateral Agent Bank a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)Perfection Certificate. None of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) 7.2. Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (a) nonexclusive licenses granted to its customers in the ordinary course of business, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public), and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property 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, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower and each its Subsidiaries have has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than the Collateral Accounts Bank or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest thereinBank’s Affiliates. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)Perfection Certificate. None of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. (d) . Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (a) nonexclusive licenses granted to its customers in the ordinary course of business, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public), and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property 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, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower and each its Subsidiaries have has good title to, have has rights in, and the power to transfer transfer, each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment has no deposit accounts other than the Collateral Accounts or deposit accounts with Bank, the other investment deposit accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect herewith, or of which Borrower or such Subsidiary has given Collateral Agent Bank notice and taken such actions as are necessary to give Collateral Agent Bank a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)Perfection Certificate. None of the components of the Collateral shall be are currently being maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects 7.2 of good and marketable quality, free from material defects. (d) this Agreement. Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to own, free and clear own except for (a) licenses granted to customers or contract manufacturers in the ordinary course of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower business or such Subsidiary is the licensee that other licenses as are permitted hereunder, (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public), and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property 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, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower and each its Subsidiaries have has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than Bank or Bank’s Affiliates, except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect of and which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent 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. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse)) except as otherwise provided in the Perfection Certificate and except for Inventory that may be held by clinical research organizations, and (ii) no such clinical sites or other third party bailee possesses components parties in the ordinary course of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)business. None of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) 7.2. Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (a) licenses granted to its customers, free and clear partners or collaborators in the ordinary course of all Liens other than Permitted Liens. Except as noted on the Perfection Certificatesbusiness, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public), and (c) Intellectual Property licensed to Borrower or jointly owned by Borrower under its collaboration or license agreements with its customers. No part of the Intellectual Property 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.

Collateral. (a) Borrower and each its Subsidiaries have has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect of and which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent 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. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)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 disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) 7.2. Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to own, free own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business and clear licenses of all Liens Intellectual Property that could not result in a legal transfer of title of the licensed property that may be exclusive in respects other than Permitted Liens. Except territory and that may be exclusive as noted on to territory only as to discrete geographical areas outside of the Perfection CertificatesUnited States, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public), and (c) Intellectual Property licensed to Borrower and noted on the Perfection Certificate. 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, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest thereintherein as required by Section 6.6. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public).

Collateral. (a) Borrower The security interest granted herein is and each its Subsidiaries have shall at all times continue to be a first priority perfected security interest in the Collateral (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . (b) Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect of and which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent Bank a perfected security interest therein, to the extent that perfection is required pursuant to the terms of Section 5.9(a). The Accounts are bona fide, existing obligations of the Account Debtors. (bc) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the 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 6.2 (other than laptops and (ii) no such third party bailee possesses components other portable electronic items used in the ordinary course of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00business). None of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.116.2 (other than laptops and other portable electronic items used in the ordinary course of business). (cd) All Inventory is in all material respects of good and marketable quality, free from material defects. (de) Borrower owns, or possesses the right to use to the extent reasonably necessary in its business, all Intellectual Property, licenses and each other intangible assets that are used in the conduct of its Subsidiaries is business operations as now operated, except to the sole owner extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property each respectively purports Property, license, or intangible asset of any other Person to own, free and clear of all Liens other than Permitted Liens. the extent that such conflict could reasonably be expected to have a material adverse effect on Borrower’s business or operations. (f) Except as noted on the Perfection CertificatesCertificate (as updated from time to time in accordance with this Agreement) or for which notice has been given to Bank pursuant to and in accordance with Section 5.11(b), neither Borrower nor any of its Subsidiaries is not a party to, nor is it bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public)Restricted License.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.116.10. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole (or, as noted on the Perfection Certificate as of the Effective Date, joint) owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public).

Collateral. (a) Borrower and each its Subsidiaries have has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect of and which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent 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. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the . 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, and (ii) no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). None none of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. (d) . Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (a) nonexclusive licenses granted to its customers in the ordinary course of business, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public), and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property 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 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, Borrower is not a party to, nor is it bound by, any Restricted License.

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

Collateral. (a) Borrower and each its Subsidiaries have has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect of and which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent 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 (bother than Offsite Collateral) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)Perfection Certificate. None of the components of the Collateral (other than Offsite Collateral) shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. (d) . Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public), and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property 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, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Except as noted on the Perfection Certificate, Borrower and each its Subsidiaries have has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect of and which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent 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. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)Perfection Certificate. None of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) 7.2. Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that own except for (ia) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or licenses permitted by Section 7.1 hereof; (iib) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public), and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent which Borrower owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property 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, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower and each its Subsidiaries have has good title to, have has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . (b) Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment has no deposit accounts other than the Collateral Accounts or deposit accounts with Bank, the other investment deposit accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect herewith, or of which Borrower or such Subsidiary has given Collateral Agent Bank notice and taken such actions as are necessary to give Collateral Agent Bank a perfected security interest therein. (other than deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such). The Eligible Accounts are bona fide, existing obligations of the Account Debtors. (bc) On the Effective Date, and except as disclosed on the Perfection Certificate (i) No portion of the Collateral with a value in excess of Two Hundred Fifty Thousand Dollars ($250,000) is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral Perfection Certificate or as otherwise disclosed to Bank in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)writing. None of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects6.12. (d) Borrower and each of its Subsidiaries is the sole owner owner, or has the right to the use, of the Intellectual Property each respectively which it owns or purports to ownown except for (a) licenses granted to its customers in the ordinary course of business or that are otherwise permitted pursuant to Section 7.1, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public), and (c) Intellectual Property licensed to Borrower. 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 could not reasonably be expected to have a material adverse effect on Borrower’s business. (e) Except as noted on the Perfection Certificate or as otherwise disclosed to Bank in writing, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower and each its Subsidiaries have has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect of and which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent 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. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)Perfection Certificate. 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 disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. (d) . Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public), and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is 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 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, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower and each its Subsidiaries have has good title to, have has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment has no deposit accounts other than the Collateral Accounts or the other investment accounts, if any, deposit accounts with Bank and deposit accounts described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect or of which Borrower or such Subsidiary has given Collateral Agent Bank notice and taken such actions as are necessary to give Collateral Agent Bank a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse), ) except (x) as otherwise provided in the Perfection Certificate and (iiy) no such Equipment or Inventory in the possession of third party bailee possesses components carriers in the ordinary course of the Collateral in excess business for delivery to Borrower or to customers of Two Hundred Fifty Thousand Dollars ($250,000.00)Borrower and its Subsidiaries. None of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted Borrower has given Bank notice pursuant to Section 6.11. 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral in an amount in excess of Two Hundred Fifty Thousand Dollars (c$250,000) in the aggregate at any time, to a bailee, then Borrower will first receive the written consent of Bank, such consent not to be unreasonably withheld, and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. (d) . Borrower and each of its Subsidiaries is the sole owner of its intellectual property, except for (i) licenses granted to its customers and/or licensees in the Intellectual Property ordinary course of business, and (ii) certain patents that are jointly owned by the Borrower and other third parties who have collaborated with the Borrower on technical development projects. As of the date hereof, each respectively purports patent is valid and enforceable and no part of the intellectual property has been judged invalid or unenforceable, in whole or in part, and to ownthe best of Borrower’s knowledge, free and clear no claim has been made that any part of all Liens other than Permitted Liensthe intellectual property violates the rights of any third party. Except as noted on the Perfection CertificatesCertificate, neither Borrower nor any of its Subsidiaries is not a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee (a) that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (iib) for which a default under or termination of could interfere with Collateral Agent’s or any Lenderthe Bank’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender Bank within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any such material license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (x) all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or 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, and (y) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.

Collateral. (a) Borrower and each its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest thereintherein to the extent required under Section 6.6. The To Borrower’s or such Subsidiary’s knowledge, the Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection CertificatesCertificates or as disclosed to Collateral Agent after the Effective Date pursuant to the following sentence, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts in a manner enforceable under applicable law Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall, and shall cause its Subsidiaries to, take such commercially reasonable steps as Collateral Agent and any Lender requests to obtain the consent of, or waiver by, any Person whose consent or waiver is necessary for (i) all licenses or agreements with respect to which Borrower or any Subsidiary is the licensee 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 agreement, whether now existing or entered into in the future, and (ii) Collateral Agent and each Lender shall have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Collateral Agent’s and such Lender’s rights and remedies under this Agreement and the other Loan Documents.

Collateral. (a) Borrower and each its Subsidiaries have has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect of and which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent 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. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)Perfection Certificate. 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 disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. (d) . Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public), and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property 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, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower and each its Subsidiaries have has good title to, have has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment has no deposit accounts other than the Collateral Accounts or deposit accounts with Bank, the other investment deposit accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect herewith, or of which Borrower or such Subsidiary has given Collateral Agent Bank notice and taken such actions as are necessary to give Collateral Agent Bank a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)Perfection Certificate or as permitted under Section 7.2. None of the components of the Collateral shall be are currently being maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) 7.2. Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (a) licenses permitted hereunder, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public), and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate or with respect to which written notice is provided to 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, Borrower is not a party to, nor is it bound by, any Restricted License as of the Effective Date.

Collateral. (a) Borrower and each its Subsidiaries have has good title to, have has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment has no deposit accounts other than the Collateral Accounts or deposit accounts with Bank, the other investment deposit accounts, if any, described in the Perfection Certificates Collateral Information Certificate delivered to Collateral Agent Bank in connection herewith with respect herewith, or of which Borrower or such Subsidiary has given Collateral Agent Bank notice and taken such actions as are necessary to give Collateral Agent Bank a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)Information Certificate. None of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Collateral Information Certificate or as permitted pursuant to Section 6.11. (c) All Inventory is 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 all material respects of good form and marketable quality, free from material defects. (d) substance satisfactory to Bank in its sole discretion. Borrower and each of its Subsidiaries is the sole owner of its intellectual property, except for non-exclusive licenses granted to its customers in the Intellectual Property each respectively purports to own, free and clear ordinary course of all Liens other than Permitted Liensbusiness. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in To Borrower’s knowledge, each patent is valid and enforceable, and no part of the intellectual property has been judged invalid or such Subsidiaries’ interest unenforceable, in such material license whole or material agreement or any other propertyin part, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public)best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s business.

Collateral. (a) Borrower and each its Subsidiaries have has good title totitle, have has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment has no deposit accounts other than the Collateral Accounts or deposit accounts with Bank, the other investment deposit accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect herewith, or of which Borrower or such Subsidiary has given Collateral Agent Bank notice and taken such actions as are necessary to give Collateral Agent Bank a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) 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 (dsuch as a warehouse) except as otherwise provided in the Perfection Certificate. 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 each of such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its Subsidiaries sole discretion. Borrower is the sole owner of its intellectual property, except for non-exclusive licenses granted to its customers in the Intellectual Property each respectively purports ordinary course of business. Each patent is valid and enforceable, and no part of the intellectual property has been judged invalid or unenforceable, in whole or in part, and to ownthe best of Borrower’s knowledge, free and clear no claim has been made that any part of all Liens other than Permitted Liensthe intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection CertificatesCertificate, neither Borrower nor any of its Subsidiaries is not a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee (a) that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (iib) for which a default under or termination of could interfere with Collateral Agent’s or any LenderBank’s right to sell any Collateral. Without prior consent from Bank, Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower not enter into, or become bound by, any of its Subsidiaries entering into or becoming bound by any such license or agreement with respect which is reasonably likely to which 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 Subsidiary 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 licensee (other than over-the-counter software that is commercially available to terms of any such license or agreement, whether now existing or entered into in the public)future.

Collateral. (a) Borrower and each its Subsidiaries have Each Loan Party has good title toto or a valid leasehold interest in, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇g▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than . (b) Except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate or in a notice timely delivered pursuant to Section 6.6, no Loan Party has any Collateral Agent in connection herewith Accounts at or with respect of which Borrower any bank, broker or such Subsidiary other financial institution, and each Loan Party has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent Trustee a perfected security interest thereintherein as required pursuant to the terms of Section 6.6(b). The Accounts To the knowledge of Borrower, the Accounts, if any, are bona fide, existing obligations of the Account Debtors. (bc) On The Collateral is located only at the Effective Date, and except as disclosed on locations identified in the Perfection Certificate (i) the and other Permitted Locations. The Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). None of the components of the Collateral shall be maintained at locations other than Perfection Certificate or as disclosed in the Perfection Certificates on the Effective Date or as permitted writing pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects6.12. (d) Borrower and each of its Subsidiaries Each Loan Party is the sole owner of the material Intellectual Property each respectively which it owns or purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that own except for (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other propertylicenses constituting “Permitted Transfers”, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten open-source software, (10iii) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public, (iv) material Intellectual Property licensed to such Loan Party and noted on the Perfection Certificate or as disclosed pursuant to Section 6.7(b), (v) Intellectual Property that is co-owned by a Loan Party and a collaboration partner, and (vi) immaterial Intellectual Property licensed to such Loan Party. Each Patent (other than patent applications) which it owns, co-owns or purports to own and which is material to such Loan Party’s business is, to the knowledge of the Loan Parties, valid and enforceable, and no part of the Intellectual Property which a Loan Party owns or purports to own and which is material to the Loan Parties’ business has, to the knowledge of the Loan Parties, been judged invalid or unenforceable, in whole or in part. To the knowledge of the Loan Parties, 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. Except as noted on the Perfection Certificate or as disclosed pursuant to Section 6.7(b), no Loan Party is a party to, nor is it bound by, any Restricted License. No Subsidiary which is not a Loan Party owns any Intellectual Property, which, if not owned by Loan Parties and their Subsidiaries would reasonably be expected to have a Material Adverse Effect.

Collateral. (a) Borrower and each its Subsidiaries have has good title to, have has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity has no Collateral Accounts or other investment accounts other than the Collateral Accounts or with SVB, the other investment accountsCollateral Accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent SVB for the benefit of Lenders in connection herewith with respect herewith, or of which Borrower or such Subsidiary has given Collateral Agent each Lender notice and taken such actions as are necessary to give Collateral Agent Lenders a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)Perfection Certificate. None of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) 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 the Lenders and such bailee must execute and deliver a bailee agreement in favor of Lenders in form and substance satisfactory to Lenders in their reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. (d) . Borrower and each of its Subsidiaries is the sole owner of its intellectual property, except for non-exclusive licenses granted to its customers in the Intellectual Property each respectively purports ordinary course of business. Each patent is valid and enforceable, and no part of the intellectual property has been judged invalid or unenforceable, in whole or in part, and to ownthe best of Borrower’s knowledge, free and clear no claim has been made that any part of all Liens other than Permitted Liensthe intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection CertificatesCertificate, neither Borrower nor any of its Subsidiaries is not a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee (a) that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (iib) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten thirty (1030) days of Borrower or any of its Subsidiaries entering into or becoming bound by any such license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Lenders request 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 Lenders 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) each Lender to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with its rights and remedies under this Agreement and the other Loan Documents.

Collateral. (a) Borrower and each its Subsidiaries have has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under this Agreement and the other Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than SVB or SVB’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent and each Lender in connection herewith with respect of and which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent Agent, for the ratable benefit of the Lenders, 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. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)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 disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. (d) . Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to own, free own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business and clear licenses of all Liens Intellectual Property that could not result in a legal transfer of title of the licensed property that may be exclusive in respects other than Permitted Liens. Except territory and that may be exclusive as noted on to territory only as to discrete geographical areas outside of the Perfection CertificatesUnited States , neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate (as may be updated from time to time by notice to Agent). 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 notified to Agent pursuant to Section 6.8(b), Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower and each its Subsidiaries have has good title to, have has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment has no deposit accounts other than (i) the Collateral Accounts or the other investment accounts, if any, deposit accounts with Bank; (ii) deposit accounts described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect or of which Borrower or such Subsidiary has given Collateral Agent Bank notice and taken such actions as are necessary to give Collateral Agent Bank a perfected security interest therein; (iii) deposit accounts described in the last Sentence of Section 6.8(b) and (iv) the Foreign Accounts. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)Perfection Certificate. None of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on Certificate. In the Effective Date event that Borrower, after the date hereof, intends to store or as permitted pursuant otherwise deliver any portion of the Collateral to Section 6.11. a bailee not identified in the Perfection Certificate, then Borrower will first receive the written consent of Bank (cwhich consent shall not be unreasonably withheld) and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. (d) . Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, free (b) over-the-counter software that is commercially available to the public, (c) material Intellectual Property licensed to Borrower and clear of all Liens other than Permitted Liens. Except as noted on the Perfection CertificatesCertificate, neither (d) jointly owned Intellectual Property as provided in the Biosense Agreement and (e) the other Jointly Owned Intellectual Property. 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 nor 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 its Subsidiaries the Intellectual Property violates the rights of any third party except to the extent such claim would not have a material adverse effect on Borrower’s business. Other than as described in the Perfection Certificate, to the best of Borrower’s knowledge, Borrower is not a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee (a) that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (iib) for which a default under or termination of could interfere with Collateral Agent’s or any Lenderthe Bank’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender Bank within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any such license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (x) all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or 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, and (y) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.

Collateral. (a) Borrower and each its Subsidiaries have has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇g▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect of and which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent 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. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)Perfection Certificate. 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 disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. (d) . Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public), and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property 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, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower and each its Subsidiaries have has good title to, have has rights in, and the power to transfer transfer, each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment has no deposit accounts other than the Collateral Accounts or deposit accounts with Bank, the other investment deposit accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect herewith, or of which Borrower or such Subsidiary has given Collateral Agent Bank notice and taken such actions as are necessary to give Collateral Agent Bank a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) 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 (dsuch as a warehouse) except as otherwise provided in the Perfection Certificate. None of the components of the Collateral valued in excess of One Hundred Thousand Dollars ($100,000.00) (in the aggregate for all such Collateral at all locations) are currently being maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2 of this Agreement. Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public), and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property 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, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower and each its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇g▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public).

Collateral. (a) Borrower and each its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇g▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse)) except as disclosed in the Perfection Certificate, and (ii) and, as of the Effective Date, no such third party bailee possesses components of the Collateral in excess of Two One Hundred Fifty Thousand Dollars ($250,000.00)100,000) except as disclosed in the Perfection Certificate. None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which with Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall, and shall cause its Subsidiaries to, take such commercially reasonable steps as Collateral Agent and any Lender requests to obtain the consent of, or waiver by, any Person whose consent or waiver is necessary for (i) all licenses or agreements with respect to which Borrower or any Subsidiary is the licensee 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 agreement, whether now existing or entered into in the future, and (ii) Collateral Agent and each Lender shall have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Collateral Agent’s and such Lender’s rights and remedies under this Agreement and the other Loan Documents.

Collateral. (a) Borrower and each its Subsidiaries have has good title to, have has rights in, and the power to transfer transfer, each item of the Collateral upon which it purports to ▇g▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment has no deposit accounts other than the Collateral Accounts or deposit accounts with Bank, the other investment deposit accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect herewith, or of which Borrower or such Subsidiary has given Collateral Agent Bank notice and taken such actions as are necessary to give Collateral Agent Bank a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) 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 (dsuch as a warehouse) except as otherwise provided in the Perfection Certificate. None of the components of the Collateral are currently being maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2 of this Agreement. Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public), and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property 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 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, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral, subject only to Permitted Liens that are permitted by the terms of this Agreement to have priority to Collateral Agent’s Lien. (c) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse)bailee, and (ii) no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand [***] Dollars ($250,000.00[***]). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (cd) All Inventory and Equipment is in all material respects of good and marketable quality, free from material defects. (de) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted LiensLiens (except for Borrower’s internal patent file number [***] which is co-owned with H. ▇▇▇ ▇▇▇▇▇▇▇ Cancer Center). Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public)Material Agreement.

Collateral. (a) Borrower and each its Subsidiaries have has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith or established in accordance with respect of Section 6.8(b) and which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent 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. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)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 disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. (d) . Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (a) licenses permitted hereunder, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate or as otherwise disclosed to Bank in writing. 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 otherwise disclosed to Bank in writing pursuant to Section 6.10(b)., Borrower is not a party to, nor is it bound by, any Restricted License. 224419751 v2

Collateral. (a) Borrower and each its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest thereintherein to the extent required by Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral located in the United States, subject only to Permitted Liens that are permitted by the terms of this Agreement to have priority to Collateral Agent’s Lien. (c) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral (other than mobile equipment in the possession of Borrower’s employees in the ordinary course of business) is not in the possession of any third party bailee (such as a warehouse)bailee, and (ii) no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (cd) All Inventory and Equipment is in all material respects of good and marketable quality, free from material defects. (de) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public)Material Agreement.

Collateral. (a) Borrower and each its Subsidiaries have has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect of and which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent 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 with an aggregate value in excess of One Hundred Fifty Thousand Dollars (b$150,000) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)Perfection Certificate. None of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) 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. (d) . Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public), and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property 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, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower and each its Subsidiaries have has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect of and which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent 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. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)Perfection Certificate or as disclosed pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects 7.2. To the best of good and marketable qualityBorrower’s knowledge, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public), and (c) Intellectual Property licensed to Borrower and noted on the Perfection Certificate or as otherwise disclosed to Bank. 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, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Co-Borrower and each its Subsidiaries have has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under grant, in the Loan case of US Borrower, a Lien hereunder or, in the case of UK Borrower, pursuant to the UK Security Documents, free and clear of any and all Liens except Permitted Liens, and neither . US Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect of and which Co-Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent Bank a perfected security interest therein, in each case pursuant to the terms of Section 6.5(c). The To the best of US Borrower’s knowledge, the Accounts are bona fide, existing obligations of the Account Debtors. (b) On . The Collateral of the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral US Borrower is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)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 disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. (d) . Co-Borrower and each of its Subsidiaries is the sole owner of the material Intellectual Property each respectively which it owns or purports to ownown except for (a) licenses permitted herein, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public), and (c) material Intellectual Property licensed to Co-Borrower in the ordinary course of business. 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-Borrowers own or 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 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 notice may be provided herein, Co-Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower and each its Subsidiaries have has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇g▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect of and which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent Bank a perfected security interest therein, pursuant to the terms of Section 6.8(b) but subject to the Intercreditor Agreement. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)Perfection Certificate. None of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. (d) . Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public), and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property 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, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower and each its Subsidiaries have has good title to, have has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment has no deposit accounts other than the Collateral Accounts or deposit accounts with Bank, the other investment deposit accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect herewith, or of which Borrower or such Subsidiary has given Collateral Agent Bank notice and taken such actions as are necessary to give Collateral Agent Bank a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse), and ) except as otherwise provided in the Perfection Certificate (ii) no such third party bailee possesses components as it may be updated from time to time pursuant to the provisions of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00Section 5.1). None of the components of the Collateral (other than equipment with an aggregate value not exceeding Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate in the possession of Borrower’s employees or agents) shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. (d) . Bank acknowledges that the Inventory includes pharmaceutical products not yet approved for commercial sale. Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (a) licenses (which may be exclusive as to specified fields of use, free and clear geographic areas and/or time periods) granted to its customers in the ordinary course of all Liens other than Permitted Liens. Except as noted on the Perfection Certificatesbusiness, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public), and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property 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 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, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Payment of the Obligations will be secured by (ai) a ---------- first perfected security interest in 100% of the Capital Stock of the Subsidiaries of the Borrower and 100% of the Capital Stock of the Borrower, (ii) subject to Permitted Liens and Section 6.15 hereof, a first perfected security interest in all of the existing and future accounts (including without limitation, the Tenant Leases), equipment, inventory and general intangibles (including all existing and future Tenant Leases, and excluding any Interest Rate Protection Agreement to which any Lender is a party, motor vehicles, bank accounts, intellectual property and chattel paper) of the Borrower and its Subsidiaries, (iii) Guaranties of the Obligations by each Guarantor, (iv) in accordance with Section 6.15 hereof, deeds of trust and/or mortgages on all real property owned by the Borrower and each Subsidiary of the Borrower and (v) certain pre-existing leasehold deeds of trust and/or mortgages on Borrower's leasehold interest under certain Ground Leases (collectively, together with all other Properties or assets of the Borrower, Subsidiaries and other Persons securing the Obligations from time to time, the "Collateral"). The Borrower agrees that it will, and will cause its Subsidiaries have good title and the Parent to, have rights inexecute and deliver, or cause to be executed and delivered, such documents as the Administrative Agent may from time to time reasonably request to create and perfect a first Lien for the benefit of the Administrative Agent and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described Lenders in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Collateral, provided that, notwithstanding the foregoing, the Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession obligated to grant or perfect any leasehold deed of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date trust or as permitted pursuant to Section 6.11leasehold mortgage. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public).

Collateral. (a) Borrower and each its Subsidiaries have has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under hereunder or pursuant to the Loan DocumentsAustralian Mortgage Debenture, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect of and which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent 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. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)Perfection Certificate. None of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. (d) . Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public), and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property 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 Borrower has otherwise notified Bank pursuant to the terms of Section 6.10(c) hereof, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower and each its Subsidiaries have has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect of and which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent 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. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)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 disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) 7.2. Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, free and clear (b) licenses permitted under clause (g) of all Liens other than the definition of Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ic) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public), and (d) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate or in written notice to Bank. 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 in written notice to Bank, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower and each its Subsidiaries have has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect of and which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent 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. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)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 disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) 7.2. All Inventory Inventory, if any, is in all material respects of good and marketable quality, free from material defects. (d) . Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public), and (c) Intellectual Property licensed to Borrower. 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. With the exception of the Akamai Litigation, to 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 notified to Bank pursuant to Section 6.10, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower and each of its Relevant Subsidiaries have has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business. (b) Borrower has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than the Administrative Agent or the Administrative Agent’s Affiliates except for (i) the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of Certificate and which Borrower has taken or such Subsidiary has given Collateral Agent notice and taken will take such actions as are necessary to give Collateral the Administrative Agent a perfected security interest therein. , pursuant to and in accordance with Section 6.08(b) and (ii) other Collateral Accounts created after the Effective Date and disclosed to the Lenders that are subject to Control Agreements except to the extent not required pursuant to Section 6.08(b). (c) The Accounts are bona fide, existing obligations of the Account Debtors. (bd) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any No third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components is in possession of any material Collateral except as otherwise provided in the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)Perfection Certificate. None of the components of the No material Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.117.02. (ce) All Inventory is in all material respects of good and marketable quality, free from material defects. (df) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (i) non-exclusive licenses granted to its customers in the ordinary course of business and (ii) UiPath Non-Core Products. No part of the Intellectual Property related to any UiPath Core Product has been judged invalid or unenforceable, free and clear in whole or in part. To the best of all Liens Borrower’s knowledge, other than Permitted Liens. as disclosed to the Lenders, no claim has been made against any UiPath Core Product that any part of the related 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. (g) Except as noted on the Perfection CertificatesCertificate or as otherwise disclosed to the Lenders in accordance with Section 6.10(b), neither Borrower nor any of its Subsidiaries is not a party to, nor is it bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public)Restricted License.

Collateral. (a) Borrower and each its Subsidiaries have has good title to, have has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens. Except as permitted by Section 6.6(b), and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment has no domestic deposit accounts other than the Collateral Accounts or deposit accounts with Bank, the other investment deposit accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect herewith, or of which Borrower or such Subsidiary has given Collateral Agent Bank notice and taken such actions as are necessary to give Collateral Agent Bank a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)Perfection Certificate or except as permitted by Section 7.2. None of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. (d) , except for any Inventory for which reserves have been established in the ordinary course of business in accordance with GAAP. Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public), and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property 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.

Collateral. (a) Co-Borrower and each its Subsidiaries have has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Co-Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect of the Senior Loan Agreement and which Co-Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent 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. Collateral (bother than Offsite Collateral) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)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 disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. (d) . Co-Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (a) licenses permitted hereunder, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public), (c) material Intellectual Property licensed to Co-Borrower and noted on the Perfection Certificate, and (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 otherwise disclosed in writing to Bank, Co-Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower and each its Subsidiaries have has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇g▇▇▇▇ ▇ ▇▇▇▇ under this Agreement and under the Loan Bermuda Collateral Documents, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect of and which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent 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. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)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 disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. (d) . Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (a) licenses not prohibited hereunder, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate or as may be updated from time to time in accordance with Section 5.1 hereof. 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 updated per Section 6.7(c), Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower and each its Subsidiaries have has good title to, have has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment has no deposit accounts other than the Collateral Accounts or deposit accounts with Bank, the other investment deposit accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect herewith, or of which Borrower or such Subsidiary has given Collateral Agent Bank notice and taken such actions as are necessary to give Collateral Agent Bank a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)Perfection Certificate. None of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) 7.2. 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. All Inventory is in all material respects of good and marketable quality, free from material defects. (d) . Borrower and each of its Subsidiaries is the sole owner of the material Intellectual Property each respectively which it owns or purports to ownown except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public), and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property 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, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower and each its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall, and shall cause its Subsidiaries to, take such commercially reasonable steps as Collateral Agent and any Lender requests to obtain the consent of, or waiver by, any Person whose consent or waiver is necessary for (i) all licenses or agreements with respect to which Borrower or any Subsidiary is the licensee 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 agreement, whether now existing or entered into in the future, and (ii) Collateral Agent and each Lender shall have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Collateral Agent’s and such Lender’s rights and remedies under this Agreement and the other Loan Documents.

Collateral. (a) a. Borrower and each its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with in respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest thereintherein as required under this Agreement. The Accounts are bona fide, existing obligations of the Account Debtors. (b) b. The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral, subject only to Permitted Liens that, under applicable law, have priority over Collateral Agent’s Lien. c. On the Effective Date, and except as disclosed on the Perfection Certificate Disclosure Schedules (i) the Collateral is not in the possession of any third party bailee (such as a warehouse)bailee, and (ii) no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed 250,000) in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11book value. (c) d. All Inventory and Equipment is in all material respects of good and marketable quality, free from material defects. (d) e. Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection CertificatesDisclosure Schedules (which shall be updated within 45 days after the end of each fiscal quarter to reflect the consummation of any transaction not prohibited by this Agreement) or to be included in the next-delivered Compliance Certificate, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public)Material Agreement.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Notwithstanding the foregoing, documents required to be delivered pursuant to this Section 5.2(d) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower provides Collateral Agent with a link to such filing with the Securities and Exchange Commission; provided that Borrower shall promptly deliver to Collateral Agent such additional information as Collateral Agent may request.

Collateral. (a) Borrower and each its Subsidiaries have good title toExcept as set forth on Schedule IV, have rights in, and the power to transfer each item Company is the sole owner of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under (except for non- exclusive licenses granted by the Loan DocumentsCompany in the ordinary course of business), free and clear of any and all Liens except Permitted Liensliens (other than as set forth in Schedule IV), security interests (other than as set forth in Schedule IV), encumbrances, rights or claims, and neither Borrower nor is fully authorized to grant the Security Interest. There has been no adverse decision that would materially affect the Company’s claim of ownership rights in or exclusive rights to use the Collateral in any jurisdiction or to the Company’s right to keep and maintain such Collateral in full force and effect, and there is no proceeding involving said rights pending or, to the best knowledge of its Subsidiaries have the Company, threatened before any Deposit Accountscourt, Securities Accountsjudicial body, Commodity Accounts administrative or regulatory agency, arbitrator or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered governmental authority that could reasonably be expected to Collateral Agent in connection herewith with respect of which Borrower or have such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtorsmaterial adverse effect. (b) On the Effective DateThe Company shall keep and preserve its equipment, inventory and except as disclosed on the Perfection Certificate (i) the other tangible Collateral is not in the possession good condition, repair and order, ordinary wear and tear excepted. The Company shall take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims, causes of any third party bailee (such as a warehouse), action and (ii) no such third party bailee possesses components accounts receivable in respect of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11Collateral. (c) All Inventory is The Company shall at all times maintain its tangible Collateral at the locations set forth under its name on Schedule III and may not relocate such Collateral unless it delivers to the Secured Party at least 30 days prior to such relocation (i) written notice of such relocation and the new location thereof (which must be within the United States) and (ii) evidence that appropriate financing statements under the UCC and other necessary documents have been filed and recorded and other steps have been taken to perfect the Security Interest to create in all material respects favor of good the Secured Party a valid, perfected and marketable qualitycontinuing perfected lien in the Collateral. The Company shall not transfer, free pledge, hypothecate, encumber, license, sell or otherwise dispose of any of the Collateral (except for non-exclusive licenses granted by the Company in its ordinary course of business and sales of inventory by the Company in its ordinary course of business) without the prior written consent of the Secured Party. The Company shall not operate or locate any such Collateral (or cause to be operated or located) in any area excluded from material defectsinsurance coverage. (d) Borrower Except as set forth on Schedule IV, to the Company’s knowledge there is not on file in any governmental or regulatory authority, agency or recording office an effective financing statement, security agreement, license or transfer or any notice of any of the foregoing (other than those that will be filed in favor of the Secured Party pursuant to this Agreement) covering or affecting any of the Collateral. So long as this Agreement shall be in effect, the Company shall not execute and each shall not knowingly permit to be on file in any such office or agency any such financing statement or other document or instrument (except as set forth on Schedule IV or to the extent filed or recorded in favor of its Subsidiaries the Secured Party pursuant to the terms of this Agreement). (e) The capital stock and other equity interests listed on Schedule I represent all of the capital stock and other equity interests of the Company’s Subsidiaries, and represent all capital stock and other equity interests owned, directly or indirectly, by the Company. All of the Pledged Securities are validly issued, fully paid and non-assessable, and the Company is the sole legal and beneficial owner of the Intellectual Property each respectively purports to ownPledged Securities, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificatesany lien, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license security interest or other material agreement with respect to which Borrower or such Subsidiary is encumbrance except for the licensee that (i) prohibits security interests created by this Agreement or otherwise restricts Borrower set forth on Schedule IV. The ownership and other equity interests in partnerships and limited liability companies (if any) included in the Pledged Securities (the “Pledged Interests”) by their express terms do not provide that they are securities governed by Article 8 of the UCC and are not held in a securities account or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement financial intermediary. The Company shall vote the Pledged Securities to comply with respect to which Borrower or any Subsidiary is the licensee covenants and agreements set forth herein and the Exchange Agreement (other than over-the-counter software that is commercially available to the publicif any).

Collateral. (a) Borrower and each its Subsidiaries have has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts other than financial institution except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Lender in connection herewith with respect of and which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent Lender a perfected security interest therein, subject to the terms of Section 6.6. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)Perfection Certificate. 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 disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. (d) . Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public), and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property 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, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower and each its Subsidiaries have has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest thereinherewith. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the . 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 movable items of personal property including laptop computers and telephonic devices used and moved in the ordinary course of business, and (ii) no such third party bailee possesses components of the Collateral in excess of Two having an aggregate book value not exceed One Hundred Fifty Thousand Dollars ($250,000.00100,000). None of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) 7.2. 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. All Inventory is in all material respects of good and marketable quality, free from material defects. (d) . Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public), and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property 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, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower and each its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and and, to the extent required under Section 6.6 hereof, taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, except for Permitted Locations and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects, or for which Borrower maintains adequate reserves in accordance with GAAP and consistent with Borrower’s past practices. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. (i) To Borrower’s knowledge, each of Borrower’s and its Subsidiaries’ Patents (other than patent applications) is valid and enforceable, any and all patent applications constituting such Patents have been filed in good faith, and no part of Borrower’s or its Subsidiaries’ Intellectual Property which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and (ii) to the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property or any practice by Borrower or its Subsidiaries violates the rights of any third party except to the extent such claim could not reasonably be expected to have a Material Adverse Change. Except as noted on the Perfection CertificatesCertificate, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement Material Agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrowera Loan Party’s or such Subsidiaries’ interest in such material license or material agreement Material Agreement or any other property, or (ii) for which a default under or termination of could interfere in any material respect with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten fifteen (1015) days of Borrower or any of its Subsidiaries other Loan Party entering into or becoming bound by any license or agreement such Material Agreement with respect to which Borrower or any Subsidiary such Loan Party is the licensee (other than over-the-counter licenses of over‑the‑counter software or other licenses that is are generally commercially available to the public).

Collateral. (a) Borrower and each its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest thereintherein (other than Excluded Accounts). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public).

Collateral. (a) Borrower and each its Subsidiaries have has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than Bank or Bank’s Affiliates except for the First Republic Bank account described in Section 6.8(a), the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect of and which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent 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. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)Perfection Certificate. None of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. (d) . Borrower and each of its Subsidiaries is the sole owner of the material Intellectual Property each respectively which it owns or purports to ownown except for (1) non-exclusive licenses granted to its customers in the ordinary course of business, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i1) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public), and (1) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business 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, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower and each its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with in respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest thereintherein as required under this Agreement. The Accounts are bona fide, existing obligations of the Account Debtors. (b) The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral, subject only to Permitted Liens. (c) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11[***]. (cd) All Inventory and Equipment is in all material respects of good and marketable quality, free from material defects. (de) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection CertificatesCertificate, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that Material Agreement. (if) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days None of Borrower or any of its Subsidiaries entering into has used any software or becoming bound other materials that are subject to an open-source or similar license (including the General Public License, Lesser General Public License, Mozilla Public License, or Affero License) (collectively, “Open Source Licenses”) in a manner that would cause any software or other materials owned by any license or agreement with respect to which Borrower or used in any Subsidiary is Borrower products to have to be (i) distributed to third parties at no charge or a minimal charge, (ii) licensed to third parties for the licensee purpose of creating modifications or derivative works, or (other than over-the-counter software that is commercially available iii) subject to the public)terms of such Open Source License.

Collateral. As security for all indebtedness and other obligations of Borrower to Bank, Borrower hereby grants to Bank security interests of first priority in all Borrower's personal property (a) Borrower and each its Subsidiaries have good title tothe “Collateral”), have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, as more fully described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate that certain (i) Security Agreement between Borrower and Bank dated as of the Collateral is not in Closing Date (the possession of any third party bailee (such as a warehouse), “Security Agreement”) and (ii) no such third party bailee possesses components Intellectual Property Security Agreement between Borrower and Bank dated as of the Collateral in excess of Two Hundred Fifty Thousand Dollars Closing Date ($250,000.00the “IP Security Agreement”). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property 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, as of the date of this Agreement, 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 of the foregoing shall be evidenced by and subject to the terms of such security agreements, financing statements, deeds or mortgages, and other documents as Bank shall reasonably require, all in form and substance satisfactory to Bank. Borrower shall pay to Bank immediately upon demand the full amount of all out-of-pocket charges, costs and expenses (to include fees paid to third parties), expended or incurred by Bank in connection with any of the foregoing security, including without limitation, filing and recording fees and costs of appraisals, audits and title insurance.

Collateral. (a) Borrower and each its Subsidiaries have has good title to, have rights in, and to the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan DocumentsCollateral, free and clear of any and all Liens except Permitted Liens. All inventory is in all material respects of good and marketable quality, and neither free from material defects. Borrower nor any of its Subsidiaries have any Deposit Accountshas no deposit account, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, deposit accounts with Bank and deposit accounts described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions herewith, except as are necessary to give Collateral Agent a perfected security interest thereinprovided in Section 6.5(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and ) (ii) no such third party bailee possesses components not including customers of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00Borrower). None Except as hereafter disclosed to Bank in writing by Borrower, none of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on Certificate (except Collateral may be maintained at customer locations in the Effective Date or as permitted pursuant to Section 6.11. ordinary course of business). Borrower may maintain Inventory and Equipment with third parties provided that (ci) All the value of such Inventory is in all material respects of good and marketable qualityEquipment does not exceed One Million Dollars ($1,000,000.00) at any time (not including Inventory and Equipment at customer locations), free from material defects. and (dii) Borrower provides Bank, within thirty (30) days of the end of each quarter, a written summary of the location of such Inventory and each Equipment (not including Inventory and Equipment at customer locations). In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of its Subsidiaries the Collateral to a bailee (not including Inventory and Equipment at customer locations), then Borrower will first receive the written consent of Bank, which consent shall not be unreasonably withheld, and such bailee must acknowledge in writing that the bailee is holding such Collateral for the benefit of Bank. Borrower is the sole owner of all material Intellectual Property, except for Intellectual Property licensed to Borrower in the ordinary course of business and non-exclusive licenses granted to its customers in the ordinary course of business. Each Patent is valid and enforceable and no material part of the Intellectual Property each respectively purports to ownhas been judged invalid or unenforceable, free in whole or in part, and clear no claim has been made that any part of all Liens other than Permitted Liens. Except as noted on the Perfection CertificatesIntellectual Property violates the rights of any third party, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available except to the public)extent such claim could not reasonably be expected to cause a Material Adverse Change.

Collateral. (a) Borrower and each its Subsidiaries have has good title to, have has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment has no deposit accounts other than the Collateral Accounts or deposit accounts with Bank, the other investment deposit accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect herewith, or of which Borrower or such Subsidiary has given Collateral Agent Bank notice and taken such actions as are necessary to give Collateral Agent Bank a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)Perfection Certificate. None of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) 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. (d) . Borrower and each of its Subsidiaries is the sole owner of its intellectual property, except for non-exclusive licenses granted to its customers in the Intellectual Property each respectively purports ordinary course of business. Each patent is valid and enforceable and no part of the intellectual property has been judged invalid or unenforceable, in whole or in part, and to ownthe best of Borrower’s knowledge, free and clear no claim has been made that any part of all Liens other than Permitted Liensthe intellectual property violates the rights of any third party. Except as noted on the Perfection CertificatesCertificate, neither Borrower nor any of its Subsidiaries is not a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee (a) that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (iib) for which a default under or termination of could interfere with Collateral Agent’s or any Lenderthe Bank’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender Bank within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any such license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (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. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇g▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest thereinin the Collateral Accounts of Borrower. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two Five Hundred Fifty Thousand Dollars ($250,000.00500,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. (i) Each of Borrower’s and its Subsidiaries’ Patents is valid and enforceable and no part of Borrower’s or its Subsidiaries’ Intellectual Property has been judged invalid or unenforceable, in whole or in part, and (ii) to the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property or any practice by Borrower or its Subsidiaries violates the rights of any third party except to the extent such claim could not reasonably be expected to have a Material Adverse Change. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public).

Collateral. (a) The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted Liens that are permitted pursuant to the terms of this Agreement to have superior priority to Agent’s Lien granted in this Agreement). Borrower and each its Subsidiaries have has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇g▇▇▇▇ ▇ ▇▇▇▇ under the this Agreement and other Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither . (b) Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than SVB or SVB’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent in connection herewith with respect of and which Borrower or such Subsidiary has given Collateral Agent notice and has taken such actions as are necessary to give Collateral Agent Agent, for the ratable benefit of the Lenders, a perfected security interest therein, to the extent required pursuant to the terms of Section 5.7(c). The Accounts are bona fide, existing obligations of the Account Debtors. (bc) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the The Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)Perfection Certificate or as permitted pursuant to Section 6.2. None of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.116.2. (cd) All Inventory is in all material respects of good and marketable quality, free from material defects, subject to returns and allowances consistent with Borrower’s customary practices as they exist at the Effective Date. (de) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that own except for (i) prohibits or otherwise restricts Borrower or non-exclusive licenses granted to its Subsidiaries from granting a security interest customers in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other propertythe ordinary course of business, or (iii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public, and (iii) material Intellectual Property licensed to Borrower and noted on a Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property 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 a Perfection Certificate delivered prior to the Effective Date, 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. (f) Except as noted on the Perfection Certificate or for which notice has been given to Agent pursuant to and in accordance with Section 5.8(b), Borrower is not a party to, nor is it bound by, any Restricted License.