Common use of Collateral Clause in Contracts

Collateral. Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term of Section 6.8(b). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (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. Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term terms of Section 6.8(b6.8(c). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2Certificate. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (dc) 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)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 (as the same may be updated from time to time and delivered to Bank)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and or as to which Borrower has given the Bank notice and has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term terms of Section 6.8(b). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (dc) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate (as the same may be updated from time to time and delivered pursuant to BankSection 6.10(b)). Each To the best of Borrower’ knowledge, each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate (as the same may be updated from time to time and delivered pursuant to BankSection 6.10(b)), Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx gxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term terms of Section 6.8(b6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2Certificate. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-non exclusive licenses granted to its customers in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (dc) 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)Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s ’ s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate (as the same may be updated from time to time and delivered to Bank)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Collateral for a loan made by Lender to Borrower has good shall consist of cas, or if acceptable to Lender, cash and/or securities issued or guaranteed by the United States government or its agencies or instrumentalities in an amount equal to at least 105% of the market value of the Securities. (The amount of any such cash or other collateral plus the aggregate of all additional amounts deposited by Borrower with Lender pursuant to paragraph 4 hereof plus amounts received on investments made by Lender pursuant to paragraph 7 hereof and less the aggregate of all amounts released by Lender pursuant to paragraph 4 hereof is called the “Collateral”). The market value of the Securities (including Debt Securities, as defined below) and of any securities accepted by Lender as Collateral shall be determined on the basis of the last reported sales prices on the principal securities exchange on which the Securities or such securities accepted as Collateral are traded or, if not so traded, as reasonably determined by Lender. However, if the Securities are obligations of the Specified Country government or its agencies or are debt obligations of the Specified Country corporations, including bonds, debentures, notes, certificates or other evidence of indebtedness (“Debt Securities”), Borrower shall deliver Collateral in an amount equal to 105% of the market value of the Debt Securities plus the interest accrued on such Debt Securities. The Collateral shall secure all obligations of Borrower to Lender hereunder, and Lender, in addition to all its other rights with respect thereto under this Agreement shall have a continuing security interest in and lien upon, or title to, rights in, and the power to transfer each item of the Collateral and shall have right of set-off with respect to all Collateral as to all obligations of Borrower to Lender whether arising under this Agreement or otherwise. Borrower represents and warrants that it has the unqualified right to sell, transfer, assign or pledge the collateral which will become Collateral and that such collateral, upon which it purports delivery to xxxxx x Xxxx hereunderLender, will be free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at lien, claim or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term of Section 6.8(b). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (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 Licenseencumbrance.

Collateral. Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates Affiliates, except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, therein pursuant to the term terms of Section 6.8(b)6.6(b) and except for deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such. The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate and except for Inventory that may be held by clinical research organizations, clinical sites or as permitted pursuant to Section 7.2other third parties in the ordinary course of business. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers customers, partners or collaborators in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (dc) 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)or jointly owned by Borrower under its collaboration or license agreements with its customers. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no No part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property that is material to Borrower’s business violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate (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. Each Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. No Borrower has no any Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate Certificates delivered to Bank in connection herewith and which the applicable Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term terms of Section 6.8(b). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2Certificate. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Except for obsolete goods or excess material related to Inventory that will not be marketed for sale, all Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Each Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (dc) 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)such Borrower. Each Patent which it owns or purports to own and which is material to such Borrower’s business is valid and enforceable, and no part of the Intellectual Property which such Borrower owns or purports to own and which is material to such Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of each Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to have cause a material adverse effect on Material Adverse Change in any Borrower’s business. Except as noted on the Perfection Certificate (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. Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and or disclosed to Bank pursuant to Section 6.7(b).and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to and to the term extent required by the terms of Section 6.8(b6.7(b). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Borrower’s Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the publicpublic and other non-material Intellectual Property licensed to Borrower, and (dc) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate or as otherwise disclosed to Bank and (as d) licenses of Intellectual Property that could not result in a legal transfer of title of the same licensed property that may be updated from time exclusive in respects other than territory and that may be exclusive as to time and delivered territory only as to Bank)discreet geographical areas outside of the United States. Each To Borrower’s knowledge, each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made in writing that any part of the Intellectual Property owned by Borrower violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate (as the same may be updated from time to time and delivered to Bank)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution deposit accounts other than Bank or the deposit accounts with Bank’s Affiliates except for , the Collateral Accounts deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith and herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term of Section 6.8(b). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral (other than Equipment with Borrower’s agents or employees in the ordinary course of business and Inventory in transit in the ordinary course of business) is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2Certificate. None of the components of the Collateral (other than Equipment with Borrower’s agents or employees in the ordinary course of business and Inventory in transit in the ordinary course of business) shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (dc) 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)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 (as the same may be updated from time to time and delivered to Bank)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License. All Financed Equipment is new, except for such Financed Equipment that has been disclosed in writing to Bank by Borrower as “used” and that Bank, in its sole discretion, has agreed to finance.

Collateral. Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and the Collateral Accounts which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to complied with the term terms of Section 6.8(b6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of businessbusiness and licenses that could not result in a legal transfer of title of the licensed property but that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discreet geographical areas outside of the United States, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (dc) 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)Certificate. Each To Borrower’s knowledge, each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made in writing that any part of the Intellectual Property 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)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Deposit Accounts, Securities Accounts, Commodity Accounts at or with any bank or financial institution other investment accounts other than Bank or Bank’s Affiliates except for the Collateral Accounts with Borrower’s Account Banks or the other investment accounts, if any, described in the Perfection Certificate delivered to Bank Collateral Agent in connection herewith and with respect of which Borrower has given Collateral Agent notice and taken such actions as are necessary to give Bank Collateral Agent a perfected security interest therein. On the Effective Date, pursuant to the term of Section 6.8(b). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral (other than raw materials or unfinished products that may be in transit or located at third party manufacturing sites) is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided disclosed in the Perfection Certificate. None of the components of the Collateral (other than raw materials or unfinished products that may be in transit or located at third party manufacturing sites) shall be maintained at locations other than as disclosed in the Perfection Certificate on the Effective Date or as permitted pursuant to Section 7.2. None of In the components event that Borrower, after the Effective Date, intends to store or otherwise deliver any portion of the Collateral shall be maintained at locations to a bailee (other than as provided raw materials or unfinished products that may be in transit or located at third party manufacturing sites), then Borrower will first receive the Perfection Certificate or as permitted pursuant written consent of Collateral Agent and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Section 7.2Collateral Agent in its reasonable discretion. All Inventory is in all material respects of good and marketable (although not necessarily approved for sale to the public as regulated by the FDA) quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the its Intellectual Property which it owns or purports to own Property, except for (a) non-exclusive licenses granted to its customers permitted by the terms of Section 7.1 hereof and those licenses described in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, Perfection Certificate. Schedule 5.2 sets forth all patents and (d) material Intellectual Property patent applications owned or exclusively licensed to Borrower and noted on indicates which of such patents and patent applications are owned by Borrower and which are licensed by Borrower from third parties (the Perfection Certificate “Licensed IP”). The Licensed IP is not necessary for the conduct of Borrower’s Ataluren (as PTC124), PTC299 and GEMS research and development programs nor the same manufacture, sale and marketing of products, if any, which may be updated developed from time to time and delivered to Bank)such programs. Each issued Patent which it owns or purports owned by Borrower is, to own and which is material to the best of Borrower’s business is knowledge, valid and enforceable, enforceable and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To , and to the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate (as the same may be updated from time to time and delivered to Bank)Certificate, Borrower is not a party to, nor is it bound by, any Restricted Licensematerial license or other agreement with respect to which Borrower is a licensee that (a) prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with Collateral Agent’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). In respect of such licenses or agreements, Borrower shall take such steps as Collateral Agent requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (x) all such licenses or agreements to be deemed “Collateral” and for Collateral Agent to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (y) Collateral Agent to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Collateral Agent’s rights and remedies under this Agreement and the other Loan Documents. Notwithstanding the foregoing, the terms of the preceding sentence shall not apply to exclusive and non-exclusive license agreements solely for the use of the intellectual property of a third party in which Borrower is licensee.

Collateral. Borrower has good title to, rights in, (a) Contemporaneously with the execution and delivery of this Agreement by the Collateral Agent and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderLenders, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term of Section 6.8(b). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered the Collateral Agent has or will have entered into a Security Agreement between the Collateral Agent and Inrob Ltd., a State of Israel corporation (“Subsidiary”) ("Security Agreement"), regarding the grant of a security interest in assets owned by manufacturer warrantiesDebtor and Subsidiary, (ii) Inventory the Collateral Agent has or will have entered into a Stock Pledge Agreement between Collateral Agent and Debtor (“Stock Pledge Agreement”) (such assets are referred to herein and in the process Security Agreement as the "Collateral") to the Collateral Agent, for the benefit of being refurbished for salethe Lenders, or (iii) Subsidiary is delivering a Guaranty to the extent Borrower maintains adequate reserves. Borrower is Collateral Agent for the sole owner benefit of the Intellectual Property which it owns or purports to own except for Lenders, and (aiv) non-exclusive licenses granted to its customers Debtor is issuing the Notes and in the ordinary course future may issue additional Notes to the Lenders pursuant to a “Subscription Agreement” dated at or about the date of businessthis Agreement. Collectively, the Security Agreement, Stock Pledge Agreement, Guaranty, the Notes and Subscription Agreement and other agreements referred to therein are referred to herein as “Borrower Documents”. (b) licenses permitted under clause (h) For purposes solely of perfection of the definition security interests granted to the Collateral Agent, as agent on behalf of Permitted Lienthe Lenders, and on its own behalf under the Borrower Documents, the Collateral Agent hereby acknowledges that any Collateral held by the Collateral Agent is held for the benefit of the Lenders in accordance with this Agreement and the Borrower Documents. No reference to the Borrower Documents or any other instrument or document shall be deemed to incorporate any term or provision thereof into this Agreement unless expressly so provided. (c) over-the-counter software that The Collateral Agent is commercially available to distribute in accordance with the Borrower Documents any proceeds received from the Collateral which are distributable to the public, and (d) material Intellectual Property licensed Lenders in proportion to their respective interests in the Obligations as defined in the 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 LicenseDocuments.

Collateral. Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term terms of Section 6.8(b6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (dc) 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)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 the same may be updated from time disclosed in writing pursuant to time and delivered to BankSection 6.8(b), Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary requested or required by Bank to give Bank a perfected security interest therein, pursuant to the term of Section 6.8(b6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. The No Collateral valued in excess of Fifty Thousand Dollars ($50,000) (other than laptops and other portable electronic items) is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2. None of the No components of the Collateral valued in excess of Fifty Thousand Dollars ($50,000) (other than laptops and other portable electronic items), shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (dc) 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)Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is is, to Borrower’s knowledge, valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s business. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Except as noted on the Perfection Certificate (as the same may be updated from time to time and delivered to Bank)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower has 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 xxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower has no Collateral nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts at or with any bank or financial institution other investment accounts other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificate Certificates delivered to Bank Collateral Agent in connection herewith and with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Bank Collateral Agent a perfected security interest therein, therein (to the extent required pursuant to the term of Section 6.8(b6.6 hereof). The Accounts are bona fide, existing obligations of the Account Debtors. The . (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) except as otherwise provided no such third party bailee possesses components of the Collateral in the Perfection Certificate or as permitted pursuant to Section 7.2excess of Two Hundred Fifty Thousand Dollars ($250,000.00). None of the components of the Collateral shall be maintained at locations other than as provided disclosed in the Perfection Certificate Certificates on the Effective Date or as permitted pursuant to Section 7.2. 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects, except for . (id) Inventory covered by manufacturer warranties, (ii) Inventory in the process Borrower and each of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower its Subsidiaries is the sole owner of the Intellectual Property which it owns or each respectively purports to own except for own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificate, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement (a) non-exclusive licenses granted to its customers in the ordinary course of businessother than open source, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software, prepackaged software and other software that is commercially available to the public, and ) with respect to which Borrower or such Subsidiary is the licensee that (di) material Intellectual Property licensed to prohibits or otherwise restricts Borrower and noted on the Perfection Certificate (as the same may be updated or its Subsidiaries from time to time and delivered to Bank). Each Patent which it owns or purports to own and which is material to granting a security interest in Borrower’s business is valid and enforceableor such Subsidiaries’ interest in such material license or material agreement or any other property, and no part or (ii) for which a default under or termination of the Intellectual Property which Borrower owns could interfere with Collateral Agent’s or purports any Lender’s right 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 sell 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 LicenseCollateral.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution deposit accounts other than Bank or the deposit accounts with Bank’s Affiliates except for , the Collateral Accounts deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith and herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein, pursuant therein (and upon delivery of such notice the Perfection Certificate will be deemed to be updated with the term of Section 6.8(binformation contained in such notice). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate Certificate, or as permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (dc) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate (as the same may which shall be deemed updated from time to time and reflect information provided in any notice delivered by Borrower to BankBank 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 the same may be updated from time contained in any notice delivered by Borrower to time and delivered Bank pursuant to BankSection 6.7(b), Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term terms of Section 6.8(b6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (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. Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term terms of Section 6.8(b6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2Certificate. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, and licenses of Intellectual Property that could not result in a legal transfer of title of the licensed property that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discrete geographical areas outside of the United States, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (dc) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate (as Certificate. To the same may be updated from time to time and delivered to Bank). Each best of Borrower’s knowledge, each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and 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)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution deposit accounts other than Bank or the deposit accounts with Bank’s Affiliates except for , the Collateral Accounts deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith and herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term of Section 6.8(b). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory Financed Equipment is in all material respects of good and marketable quality, free from material defectsnew, except for (i) Inventory covered such Financed Equipment that has been disclosed in writing to Bank by manufacturer warrantiesBorrower as “used” and that Bank, (ii) Inventory in the process of being refurbished for saleits sole discretion, or (iii) has agreed to the extent Borrower maintains adequate reservesfinance. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of businessbusiness and licenses that could not result in a legal transfer of title of the licensed property but that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discreet geographical areas outside of the United States, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the publicpublic and other non-material Intellectual Property licensed to Borrower, and (dc) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate (as Certificate. To the same may be updated from time to time and delivered to Bank). Each best of Borrower’s knowledge, each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and 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 (as the same may be updated from time to time and delivered to Bank)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower In connection with this Agreement, Issuer has delivered to the Collateral Agent a completed certificate signed by a Responsible Officer of Issuer (the “Perfection Certificate”). Each Credit Party, jointly and severally, represents and warrants to the Collateral Agent and each Lender that: (a) all information set forth on the Perfection Certificate pertaining to it and each of its Subsidiaries is accurate and complete in all material respects as of the applicable Closing Date. (i) it has good and valid title to, has the rights it purports to have in, and subject to Permitted Subsidiary Distribution Restrictions, Permitted Negative Pledges and the occurrence of the applicable Closing Date, the power to transfer each item of the Collateral upon which it purports to xxxxx gxxxx x Xxxx hereunderunder any Collateral Document, free and clear of any and all Liens except Permitted Liens. Borrower Liens and except for such minor irregularities or defects in title as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change and (ii) it has no Collateral Accounts deposit accounts maintained at a bank or with any bank other depository or financial institution which are not Excluded Accounts other than Bank or Bank’s Affiliates except for the Collateral Accounts deposit accounts described in the Perfection Certificate delivered to Bank the Collateral Agent in connection herewith herewith. (c) a true, correct and which Borrower has taken such actions as are necessary to give Bank a perfected security interest thereincomplete list of each pending, pursuant registered, issued or in-licensed Patent, Copyright and Trademark relating in any way to the term research, development, manufacture, production, use, commercialization, marketing, importing, storage, transport, offer for sale or lease, distribution, sale or lease of Section 6.8(b). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not Product in the possession Territory, that is owned or co-owned by or exclusively or, if material to any such activities, non-exclusively, licensed to any Credit Party or any of any third party bailee its Subsidiaries (such as a warehouse) except as otherwise provided collectively, the “Current Company IP”), including its name/title, current owner or co-owners (including ownership interest), registration, patent or application number, and registration or application date, in each jurisdiction where issued or filed in the Perfection Certificate or as permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory Territory, is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) licenses permitted under clause (hset forth on Schedule 4.6(c) of the definition Disclosure Letter. Except as set forth on Schedule 4.6(c) of Permitted Lienthe Disclosure Letter, (ci)(A) overeach item of material Current Company IP owned or co-the-counter software that owned by a Credit Party or any of its Subsidiaries is commercially available valid, subsisting and enforceable (or, to the publicKnowledge of Parent, and (d) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate (as the same may will 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, upon issuance) and no part item of the Intellectual Property which Borrower owns material Current Company IP owned or purports to own and which is material to Borrower’s business co-owned by a Credit Party or any of its Subsidiaries has in any respect lapsed or expired, been judged invalid cancelled, held unpatentable or invalidated, or become abandoned or unenforceable, and, to the Knowledge of Parent, no circumstance or grounds exist that would invalidate or reduce, in whole or in part, the validity, enforceability, subsistence or scope of any such material Current Company IP, or the ownership or use of such material Current Company IP, by any Credit Party or any of its Subsidiaries, and (B) no written notice has been received challenging the validity, patentability, enforceability, inventorship or ownership, or relating to any lapse, expiration, invalidation, cancellation, abandonment or unenforceability, of any item of Current Company IP owned or co-owned by a Credit Party or any of its Subsidiaries, and (ii) to the Knowledge of Parent, (A) each item of material Current Company IP that is licensed from another Person is valid, subsisting and enforceable and no item of material Current Company IP that is licensed by a Credit Party or any of its Subsidiaries has in any respect lapsed or expired, been cancelled, held unpatentable or invalidated, or become abandoned or unenforceable, and (B) no written notice has been received challenging the validity, patentability, enforceability, inventorship or ownership, or relating to any lapse, expiration, invalidation, cancellation, abandonment or unenforceability, of any item of material Current Company IP that is licensed by a Credit Party or any of its Subsidiaries. To Except as set forth on Schedule 4.6(c) of the best Disclosure Letter, (x) each Person who has or has had any rights in or to owned material Current Company IP or any trade secrets owned by any Credit Party or any of Borrower’s knowledgeits Subsidiaries, including each inventor named on the Patents within such owned material Current Company IP filed by any Credit Party or any of its Subsidiaries has executed an agreement assigning his, her or its entire right, title and interest in and to such owned material Current Company IP and such trade secrets, and the inventions, improvements, ideas, discoveries, writings, works of authorship, information and other intellectual property embodied, described or claimed therein, to the stated owner thereof, and (y) to the Knowledge of Parent, no claim such Person has been made any contractual or other obligation that any part would preclude or conflict with such assignment or the exploitation of Product in the Territory or entitle such Person to ongoing payments. Except as set forth on Schedule 4.6(c) of the Intellectual Property violates the rights of any third party except Disclosure Letter, to the extent such claim would not Knowledge of Parent, there are no issued or published patents, patent applications, articles or prior art references which could reasonably be expected to materially adversely affect the exploitation of Product in the Territory. (d) There are no maintenance, annuity or renewal fees that are currently overdue beyond their allotted grace period for any of the material Current Company IP which is owned by or licensed to any Credit Party or any of its Subsidiaries, nor have any applications or registrations therefor lapsed or become abandoned, been cancelled or expired. (e) There are no material unpaid fees, royalties or indemnification payments under any material Current Company IP Agreement that have become overdue. Each material Current Company IP Agreement is in full force and effect and, to the Knowledge of Parent and subject to the Legal Reservations, is legal, valid, binding, and enforceable in accordance with its respective terms. Neither Parent nor any of its Subsidiaries, as applicable, is in breach of or default under any material Current Company IP Agreement to which it is a material adverse effect on Borrower’s business. party or may otherwise be bound, and to the Knowledge of Parent, no circumstances or grounds exist that would give rise to a claim of breach or right of rescission, termination, non-renewal, revision, or amendment of any of the Current Company IP Agreements, including the execution, delivery and performance of this Agreement and the other Loan Documents. (f) No payments by any Credit Party or any of its Subsidiaries are due to any other Person in respect of the Current Company IP, other than pursuant to the Current Company IP Agreements and those fees payable to patent offices in connection with the prosecution and maintenance of the Current Company IP and associated attorney fees. (g) Except as noted on Schedule 4.6(g) of the Perfection Certificate (as the same may be updated from time to time and delivered to Bank)Disclosure Letter, Borrower no Credit Party is not a party to, nor is it bound by, any Restricted License. (h) In each case where a material issued Patent within the Current Company IP is owned or co-owned by any Credit Party or its Subsidiaries by assignment, the assignment has been duly recorded with the U.S. Patent and Trademark Office and all similar offices and agencies anywhere in the world in which foreign counterparts are registered, filed or issued. (i) There are no pending or, to the Knowledge of Parent, threatened (in writing) claims against Parent or any of its Subsidiaries alleging (i) that any research, development, manufacture, production, use, commercialization, marketing, importing, storage, transport, offer for sale or lease, distribution, sale or lease of Product in the Territory infringes or violates (or in the past infringed or violated), or form a reasonable basis for a claim of infringement or violation of, any of the rights of any third parties in or to any Intellectual Property (“Third Party IP”) or constitutes a misappropriation (or in the past constituted a misappropriation) of any Third Party IP, or (ii) that any material Current Company IP is invalid, unpatentable or unenforceable. (j) The manufacture, production, use, commercialization, marketing, importing, storage, transport, offer for sale or lease, distribution, sale or lease of Product in the Territory does not and, to the Knowledge of Parent, will not, materially infringe or violate, or form a reasonable basis for a claim of material infringement or violation of, any of the rights of any third parties in or to any Third Party IP or constitutes a material misappropriation of any Third Party IP. (k) Except as set forth on Schedule 4.6(k) of the Disclosure Letter, there are no settlements, covenants not to sue, consents, judgments, orders or similar obligations which: (i) restrict the rights of any Credit Party or any of its Subsidiaries to use any Intellectual Property relating to the research, development, manufacture, production, use, commercialization, marketing, importing, storage, transport, offer for sale or lease, distribution, sale or lease of Product in the Territory (in order to accommodate any Third Party IP or otherwise), or (ii) permit any third parties to use any Company IP owned or co-owned by, or exclusively licensed to, any Credit Party or any of its Subsidiaries. (l) Except as set forth on Schedule 4.6(l) of the Disclosure Letter, to the Knowledge of Parent, (i) there is no, nor has there been any, material infringement or violation by any Person of any of the Company IP or the rights therein, and (ii) there is no, nor has there been any, material misappropriation by any Person of any of the Company IP or the subject matter thereof. (m) Each Credit Party and each of its Subsidiaries has taken all commercially reasonable measures customary in the life sciences industry, including the diagnostic device and medical device industries, to protect the confidentiality and value of all trade secrets owned by such Credit Party or any of its Subsidiaries or used or held for use by such Credit Party or any of its Subsidiaries, in each case relating to the research, development, manufacture, production, use, commercialization, marketing, importing, storage, transport, offer for sale or lease, distribution, sale or lease of Product in the Territory. Any disclosure by a Credit Party or any of its Subsidiaries of any such trade secrets to any third party has been pursuant to the terms of a written agreement with such third party, and no Credit Party or any of its Subsidiaries has suffered any material data breach or other incident that has resulted in any loss, unauthorized access, use, disclosure or modification of any such trade secrets. (n) Except as set forth on Schedule 4.6(n) of the Disclosure Letter, to the Knowledge of Parent, Product made, used or sold under the Patents within the Current Company IP has been marked with the proper patent notice. (o) Except as set forth on Schedule 4.6(o) of the Disclosure Letter, to the Knowledge of Parent, at the time of any shipment of any Product occurring prior to the applicable Closing Date, the units thereof so shipped complied in all material respects with their relevant specifications and were developed and manufactured in accordance in all material respects with current FDA Good Manufacturing Practices, FDA Good Clinical Practices, and FDA Good Laboratory Practices. (p) Subject to the Legal Reservations and following completion of the Perfection Requirements, the Collateral Documents create in favor of the Collateral Agent, for the benefit of Lenders and the other Secured Parties, a valid and continuing and, upon the making of the filings and the taking of the actions required under the terms of the Loan Documents (except to the extent not required to be perfected pursuant to the terms of the Loan Documents), perfected Lien on and security interest in the Collateral, securing the payment of the Obligations, and having priority over all other Liens on and security interests in the Collateral (except Permitted Liens).

Collateral. Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term terms of Section 6.8(b6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral with an aggregate value in excess of Five Hundred Thousand Dollars ($500,000) is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2Certificate. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory that is to be sold in the ordinary course of business is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (dc) 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)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 (as the same may be updated from time to time and delivered to Bank)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term terms of Section 6.8(b)) or other deposit accounts expressly permitted hereby. The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2Certificate. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (dc) material Intellectual Property licensed to Borrower and and, in the case of licenses in effect on the date of this Agreement, noted on the Perfection Certificate (as the same may be updated from time to time and delivered to Bank)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 (as the same may be updated from time to time and delivered to Bank)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and as to which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term terms of Section 6.8(b6.7(b). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2Certificate. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (dc) 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)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 (as the same may be updated from time to time and delivered to Bank)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank with SVB or BankSVB’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank Agent in connection herewith and which Borrower has given Agent notice and taken such actions as are necessary to give Bank Agent, for the ratable benefit of the Lenders, a perfected security interest therein, pursuant to the term of Section 6.8(b). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2Certificate. 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 provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (dc) 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)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 (as the same may be updated from time to time and delivered to Bank)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower (a) Each Loan Party has good title to, rights in, and the power to transfer pledge each item of the Collateral upon which it purports to xxxxx gxxxx x Xxxx hereunderunder this Agreement and the other Loan Documents, free and clear of any and all Liens except except, Permitted Liens. Borrower Each Loan Party has no Collateral Accounts at good record and marketable title in fee simple to, or with valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, in each case free and clear of Liens prohibited by this Agreement. (b) On the Closing Date, each Loan Party has delivered to the Lender a completed Perfection Certificate signed by such Loan Party. As of the date hereof (i) such Loan Party’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof, (ii) such Loan Party is an organization of the type and is organized or incorporated in the jurisdiction set forth in the Perfection Certificate, (iii) the Perfection Certificate accurately sets forth such Loan Party’s organizational identification number or accurately states that such Loan Party has none, (iv) the Perfection Certificate accurately sets forth such Loan Party’s place of business, or, if 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 bank 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 financial institution other than Bank appropriate filings, recordings or Bank’s Affiliates except for registrations containing a description of the Collateral Accounts described have been prepared based upon the information set forth in the Perfection Certificate and constitute all the filings, recordings and registrations (other than filings required to be made in the United States Patent and Trademark Office and the United States Copyright Office in order to perfect the Security Interest in Collateral consisting of United States Patents, United States Trademarks and United States registered Copyrights) that are necessary as of the Closing Date to establish a valid and perfected security interest in favor of the Lender, for the benefit of the Lender, in respect of the Collateral in which the Security Interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof). The Notices of Grant of Security Interest in Intellectual Property executed by the applicable Loan Parties containing descriptions of all Collateral that consists of material United States federally issued Patents (and material Patents for which United States federal registration applications are pending), material United States federally registered Trademarks (and material Trademarks for which United States federal registration applications are pending) and material United States federally registered Copyrights (i) have been delivered to Bank the Lender for recording with the United States Patent and Trademark Office and the United States Copyright Office, and (ii) are sufficient to protect the validity of and to establish a legal, valid and perfected security interest (or, in connection herewith the case of Patents and Trademarks, notice thereof) in favor of the Lender, for the benefit of the Lender, in respect of all Collateral consisting of such Intellectual Property as of the Closing Date in which Borrower has taken such actions as are necessary a security interest may be perfected by recording with the United States Patent and Trademark Office and the United States Copyright Office. (d) The Security Interest constitutes (i) a legal and valid security interest in the Collateral securing the payment and performance of the Obligations, (ii) subject to give Bank the filings described in Section 6.2(c), a perfected security interest thereinin 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 term 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 Section 6.8(b)the Notices of Grant of Security Interest in Intellectual Property with the United States Copyright Office. The Accounts are bona fide, existing obligations Security Interest is and shall be prior to any other Lien on any of the Account Debtors. The Collateral is Collateral, other than certain statutory Liens. (e) As of the date hereof, the Loan Parties do not hold commercial tort claims in the possession aggregate reasonably estimated to be equal to or in excess of any third party bailee (such as a warehouse) $10,000 except as otherwise provided in the set forth on Schedule 2 hereto. (f) The Perfection Certificate or includes a complete and accurate list as permitted pursuant to Section 7.2. None of the components date hereof of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warrantiesall Subsidiaries, joint ventures and partnerships and other equity investments of the Loan Parties, (ii) Inventory the number of shares of each class of Equity Interests in the process of being refurbished for saleeach Subsidiary outstanding, or (iii) the number and percentage of outstanding shares of each class of Equity Interests owned by the Loan Parties and their Subsidiaries and (iv) the class or nature of such Equity Interests (i.e., voting, non-voting, preferred, etc.). The outstanding Equity Interests in all Subsidiaries are validly issued, fully paid and non-assessable and are owned free and clear of all Liens. There are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors’ qualifying shares) of any nature relating to the extent Borrower maintains adequate reserves. Borrower is Equity Interests of any Loan Party or any Subsidiary thereof, except as contemplated in connection with the sole owner 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 Intellectual Property which it owns Loan Parties (including the name/title of the property, current owner, registration or purports to own except for (a) non-exclusive licenses granted to its customers in application number, and registration or application date and such other information as reasonably requested by the ordinary course of business, (b) licenses permitted under clause 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 definition 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 Permitted Lienall deposit accounts and securities accounts of the Loan Parties, including the name of (A) the applicable Loan Party, (cB) over-the-counter software that in the case of a deposit account, the depository institution and whether such account is commercially available to the publica zero balance account or a payroll account, and (dC) material Intellectual Property licensed to Borrower and noted on 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 same may 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 updated from time pledged to time 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 delivered 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 Bank). Each Patent which it owns or purports to own use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, trade secrets, know-how, franchises, licenses and which is other intellectual property rights that are material to Borrower’s business is valid and enforceable, and no part the operation 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 parttheir respective businesses. To the best knowledge of Borrower’s knowledgeeach 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 set forth on Schedule 4, no claim has been made that or litigation regarding any part of the Intellectual Property violates foregoing is pending or, to the rights knowledge of any third party except to Loan Party, threatened in writing, which, either individually or in the extent such claim would not aggregate, could reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Effect. Except as noted on To the Perfection Certificate knowledge of any Loan Party, there has been no unauthorized use, access, interruption, modification, corruption or malfunction of any information technology assets or systems (as or any information or transactions stored or contained therein or transmitted thereby) owned or used by any Loan Party, which, either individually or in the same may aggregate, would reasonably be updated from time expected to time and delivered to Bank), Borrower is not have a party to, nor is it bound by, any Restricted LicenseMaterial Adverse Effect.

Collateral. Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term terms of Section 6.8(b). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral (other than Offsite Collateral) is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2Certificate. None of the components of the Collateral (other than Offsite Collateral) shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (dc) 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)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 (as the same may be updated from time to time and delivered to Bank)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, rights in, The respective liens and the power security interests granted to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, Agent pursuant to the term Collateral Documents constitute, as to personal property included in the Collateral, a valid first priority (subject to Permitted Liens that have priority over the Lien and granted to the Collateral Agent resulting from operation of Section 6.8(b)law) security interest and lien under the applicable UCC or other applicable law. The Accounts are bona fide, existing obligations of security interest granted to Collateral Agent pursuant to the Account Debtors. The Collateral is not Documents in the possession Collateral consisting of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate personal property or as permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, except for fixtures has been perfected (i) Inventory covered with respect to any property that can be perfected by manufacturer warrantiesfiling, upon the filing of financing statements in the filing offices identified in Schedule 4.24, (ii) Inventory with respect to any property that can be perfected by control, upon execution of the Depositary Agreement or other applicable control agreement, and (iii) with respect to any certificated securities or any property that can only be perfected by possession, upon Collateral Agent receiving possession thereof, and in each case such security interest will be, as to Collateral perfected under the UCC or otherwise as aforesaid, superior and prior to the rights of all third Persons now existing or hereafter arising whether by way of Lien of any type, assignment or otherwise, except Permitted Liens described in the process definition of being refurbished for sale, or “Permitted Liens” (iiiother than clause (a)) to the extent Borrower maintains adequate reservesprior by operation of law. Borrower All such action as is the sole owner of the Intellectual Property which it owns or purports necessary to own except for (a) non-exclusive licenses granted establish and perfect Collateral Agent’s rights in and to its customers in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (d) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate (as the same may be updated from time to time and delivered to Bank). Each Patent 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 existing Collateral 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 taken to the extent such claim would not reasonably Collateral Agent’s security interest can be expected perfected by filing, including any recording, filing, registration, giving of notice or other similar action (including in the U.S. Patent and Trademark Office and U.S. Copyright Office). As of the Restatement Effective Date, no filing or recordation other than those listed on Schedule 4.24 is necessary to have a material adverse effect on Borrower’s business. Except as noted perfect and maintain the perfection and priority of the interest, title or Liens on the Perfection Certificate (as Collateral comprising personal property, and on the same may Restatement Effective Date all such filings or recordings will have been made to the extent Collateral Agent’s security interest can be updated from time perfected by filing. Borrower has properly delivered or caused to time be delivered, or provided control, to Collateral Agent or Depositary all Collateral that permits perfection of the Lien and delivered to Bank), Borrower is not a party to, nor is it bound by, any Restricted Licensesecurity interest described above by possession or control.

Collateral. (a) Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. . (b) Borrower has no Collateral Accounts at or with any bank or financial institution deposit accounts other than Bank or the deposit accounts with Bank’s Affiliates except for , the Collateral Accounts deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith and herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. (other than deposit accounts exclusively used for payroll, pursuant payroll taxes and other employee wage and benefit payments to or for the term benefit of Section 6.8(bBorrower’s employees and identified to Bank by Borrower as such). The Eligible Accounts are bona fide, existing obligations of the Account Debtors. The . (c) No portion of the Collateral with a value in excess of Two Hundred Fifty Thousand Dollars ($250,000) is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant otherwise disclosed to Section 7.2Bank in writing. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, except for 6.12. (id) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner owner, or has the right to the use, of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of businessbusiness or that are otherwise permitted pursuant to Section 7.1, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (dc) 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)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 would 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 the same may be updated from time otherwise disclosed to time and delivered to Bank)Bank in writing, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary requested by Bank to give Bank a perfected security interest therein, pursuant to the term terms of Section 6.8(b) (and upon delivery of such notice the Perfection Certificate will be deemed to be updated with the information contained in such notice). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2Certificate. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (dc) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate (as the same may be updated from time to time and delivered pursuant to BankSection 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 and delivered to Bank)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Subject to the limitations on property or assets acquired after the Effective Date set forth in Section 5.13, the Borrower has good title will, and will cause each other Credit Party to, rights in(i) cause all of its owned property (subject to the exceptions contained herein and in any Collateral Document and excluding the Excluded Assets) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Holders of Secured Obligations to secure the Obligations in accordance with the terms and the power to transfer each item conditions of the Collateral upon which it purports Documents, subject in all cases to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Without limiting the generality of the foregoing, the Borrower has no Collateral Accounts at or with any bank or financial institution will cause the Applicable Pledge Percentage of the issued and outstanding Capital Stock (other than Bank Excluded Assets) of each Pledge Subsidiary directly owned by the Borrower or Bank’s Affiliates except for the Collateral Accounts described any other Credit Party to be subject at all times to a first priority, perfected Lien in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term of Section 6.8(b). The Accounts are bona fide, existing obligations favor of the Account Debtors. The Collateral is not Administrative Agent to secure the Obligations in accordance with the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2. None of the components terms and conditions of the Collateral Documents to the extent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding the foregoing: (1) no Pledge Agreement in respect of the Capital Stock of any Pledge Subsidiary shall be maintained at locations required hereunder to the extent such pledge thereunder would be prohibited by applicable law, or the Administrative Agent or its counsel reasonably determines that such pledge would not provide material credit support for the benefit of the Holders of Secured Obligations pursuant to legally valid, binding and enforceable Pledge Agreements; (2) no Mortgages covering real property other than Fee Owned Real Property shall be required hereunder, and no Mortgages shall be required hereunder to the extent such Mortgages are not readily obtainable under relevant applicable law or if the Administrative Agent or its counsel reasonably determines that such Mortgage would not provide material credit support for the benefit of the Holders of Secured Obligations pursuant to legally valid, binding and enforceable Mortgages; (3) no Mortgages are required to be delivered hereunder until December 31, 2009 or such later date as provided the Administrative Agent may agree in the Perfection Certificate exercise of its reasonable discretion (it being understood and agreed that the failure to deliver such Mortgages by the date ultimately required by the Administrative Agent shall constitute a Default under clause (d)(i) of Article VII hereof) with respect to the Fee Owned Real Property owned by the Credit Parties on the Effective Date; provided that the Borrower hereby agrees to use its best efforts to cause the delivery of such Mortgages as soon as reasonably practicable after the Effective Date; (4) no vehicle titles for the motor vehicles owned by the Credit Parties and titled to reflect the Administrative Agent as the lienholder on the Effective Date need to be retitled to reflect the Administrative Agent as the lienholder; and (5) no Mortgages or as permitted pursuant vehicle titles shall be required hereunder to Section 7.2. All Inventory the extent the Borrower is in compliance with the Mortgage and Vehicle Title Requirement). (b) The Borrower will, and will cause each of its Subsidiaries to, keep all material respects Collateral, other than inventory in transit, motor vehicles, residential tanks and bulk storage tanks, at one or more of good the locations set forth on Schedule 5.10 hereto and marketable qualitynot remove any such Collateral therefrom except for, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers inventory sold in the ordinary course of business, ; (ii) dispositions of obsolete or worn out equipment to the extent permitted under this Agreement and the other Credit Documents; and (iii) the storage of inventory or equipment at locations within the continental United States other than those described on Schedule 5.10 hereto; provided that (a) this Section 5.10 shall be deemed inapplicable during the continuation of the Collateral Release Event (as defined below) that has not been followed by the Collateral Regrant Event (as defined below) and (b) licenses permitted under the Borrower shall take all actions necessary for the Administrative Agent’s Lien on such inventory and equipment to continue to be a perfected first priority Lien subject to no other Lien other than Permitted Liens. Notwithstanding the foregoing or anything else contained in this Agreement or any other Credit Document to the contrary, the parties hereto acknowledge and agree that in the event the Borrower receives, after the Effective Date, ratings for its senior unsecured long-term debt securities (without third-party credit enhancement) (the “Ratings”) that are investment grade from both S&P (at least BBB-) and Xxxxx’x (at least Baa3) (the “Collateral Release Event”), the security interests and Liens described in clause (ha) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available this Section 5.10 and granted pursuant to the publicCollateral Documents will be released; provided that (i) if either such Rating subsequently falls below BB+ or Ba1 respectively, the Borrower and each other Credit Party will re-grant the security interests in the Collateral pursuant to comparable Collateral Documents (the “Collateral Regrant Event”) and no further Ratings-based collateral releases will be permissible and (dii) material Intellectual Property licensed to Borrower notwithstanding the foregoing clause (i), no re-granting of the security interests in and noted the Liens on the Perfection Certificate Collateral will be required if the Borrower receives Ratings of BBB (as the same may be updated stable or better outlook) or higher from time to time S&P and delivered to Bank). Each Patent which it owns Baa2 (stable 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 better outlook) from time to time and delivered to Bank), Borrower is not a party to, nor is it bound by, any Restricted LicenseXxxxx’x.

Collateral. Borrower (a) Each Loan Party has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx gxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. Borrower , and no Loan Party has no Collateral any Deposit Accounts, Securities Accounts, Commodity Accounts at or with any bank or financial institution other investment accounts other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificate Certificates delivered to Bank Collateral Agent in connection herewith in respect of which such Loan Party has given Collateral Agent notice and which Borrower has taken such actions as are necessary to give Bank Collateral Agent a perfected security interest therein, pursuant to the term of Section 6.8(b)therein 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 on the date such Perfection Certificate is required to be delivered hereunder (i) the Collateral is not in the possession of any third party bailee, and (ii) no such third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2. None of the possesses 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. Collateral. (d) All Inventory and Equipment is in all material respects of good and marketable quality, free from material defects, except for . (ie) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower Each Loan Party is the sole (or joint with another Loan Party) owner of the Intellectual Property which it owns or each respectively purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course own, free and clear of business, (b) licenses permitted under clause (h) of the definition of all Liens other than Permitted Lien, (c) over-the-counter software that is commercially available to the public, Liens and (d) material Intellectual Property licensed to Borrower and noted Permitted Licenses. Except as disclosed on the Perfection Certificate (as on the same may date such Perfection Certificate is required to be updated from time to time and delivered to Bank)hereunder, no Loan Party is a party to, nor is bound by, any Material Agreement. Each Patent which it owns No Patents, registered Trademarks or purports to own and which is registered Copyrights, in each case that are material to Borrower’s business business, is owned by a Subsidiary. Each of the Copyrights, Trademarks and Patents is valid and enforceable, enforceable and no material 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. The Perfection Certificate provides a correct and complete list of each of Loan Party’s Patents, registered Trademarks, registered Copyrights, and material agreements under which the Loan Party licenses Intellectual Property from third parties (other than shrink-wrap software licenses) or licenses of Intellectual Property to third parties (other than general licenses to use a Loan Party’s software in connection with the use of its products). To the best of Borrowereach Loan Party’s knowledge, no claim has been made that party to any part of the foregoing contracts, licenses or agreements is in material breach thereof or has failed to perform any material obligations thereunder. (f) No Loan Party has used any software or other materials that are subject to an open-source or similar license (collectively, “Open Source Licenses”) in a manner that would cause any software or other materials owned by any Loan Party or used in any Loan Party products to have to be (i) distributed to third parties at no charge or a minimal charge, (ii) licensed to third parties for the purpose of creating modifications or derivative works, or (iii) subject to the terms of such Open Source License. (g) Each Loan Party has all material rights with respect to Intellectual Property violates necessary or material in the rights operation or conduct of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on BorrowerLoan Party’s business. Except business 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 Licensecurrently conducted by such Loan Party.

Collateral. Borrower has good title toExcept with respect to (a) Liens on equipment constituting fixtures, (b) any reserved rights in, and the power to transfer each item of the Collateral United States government as required under Law, (c) Liens upon which it purports to xxxxx x Xxxx hereunderPatents, free Patent Licenses, Trademarks and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described Trademark Licenses (as such terms are defined in the Perfection Certificate delivered to Bank in connection herewith Guarantee and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term of Section 6.8(b). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iiiAgreement) to the extent Borrower maintains adequate reserves. Borrower that (i) such Liens are not otherwise perfected by the filing of financing statements under the Uniform Commercial Code or by the filing and acceptance thereof in the United States Patent and Trademark Office or (ii) such Patents, Patent Licenses, Trademarks and Trademark Licenses are not, individually or in the aggregate, material to the business of the Company and its Subsidiaries taken as a whole, (d) Liens on uncertificated securities, (e) Liens on Collateral the perfection of which requires filings in or other actions under the laws of jurisdictions outside of the United States of America, any State, territory or dependency thereof or the District of Columbia (except to the extent that such filings or other actions have been made or taken), (f) Liens on contracts or Accounts Receivable on which the United States of America or any department, agency, or instrumentality thereof is the sole owner obligor, (g) Liens on Proceeds of Accounts Receivable and Inventory, and (h) claims of creditors of Persons receiving goods included as Collateral for "sale or return" within the meaning of Section 2-326 of the Intellectual Property Uniform Commercial Code of the applicable jurisdiction, upon filing of the financing statements delivered to the Co-Agents by the Company and its Subsidiaries on the Closing Date in the jurisdictions listed on Schedule 5.24 hereto (which it owns or purports financing statements are in proper form for filing in such jurisdictions), the recording of the Mortgages and the recording of the Patent and Trademark Security Agreement (and the making of filings after the Closing Date in any other jurisdiction as may be necessary under any Requirement of Law) and the delivery to, and continuing possession by, the Administrative Agent, as agent for the Purchasers and the holders of the Senior Loans, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, the Liens created pursuant to own each Security Document, when executed and delivered, will constitute valid Liens on and to the extent provided therein perfected security interests in the collateral referred to in such Security Documents (but as to the Copyrights and the Copyright Licenses (as defined in the Guarantee and Collateral Agreement) and accounts arising therefrom, only to the extent the Uniform Commercial Code of the relevant jurisdiction, from time to time in effect, is applicable) in favor of the Co-Agents for the ratable benefit of the Secured Parties (as defined in the Guarantee and Collateral Document), which Liens will be prior to all other Liens of all other Persons, except for Liens in favor of the Administrative Agent and holders of the Senior Loans pursuant to the Senior Credit Documents, and which Liens are enforceable as such as against all other Persons (a) non-exclusive licenses granted except, with respect to its customers goods only, buyers in the ordinary course of business, (b) licenses permitted under clause (hbusiness to the extent provided in Section 9-307(1) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (d) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate (Uniform Commercial Code as the same may be updated from time to time in effect in the applicable jurisdiction 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 that recording of an assignment or other transfer of title to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate (as Purchasers in the same United States Patent and Trademark Office may be updated from time to time and delivered to Banknecessary for such enforceability), Borrower except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is not a party to, nor is it bound by, any Restricted Licensesought by proceedings in equity or at law).

Collateral. Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term terms of Section 6.8(b6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral (excluding any laptops, phones, and similar property held by employees in the ordinary course of business) is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted otherwise disclosed to Bank in writing pursuant to Section 7.2. All Inventory (excluding Experimental Compounds) is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of businesspermitted hereunder, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (dc) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate (as the same may be updated from time or disclosed to time and delivered Bank in writing pursuant to BankSection 6.7(b). Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has has, been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate (or as the same may be updated from time disclosed to time and delivered Bank in writing pursuant to BankSection 6.7(b), Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower Bxxxxxxx is the record and beneficial owner of, and has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, pledged by Borrower under the Pledge Agreement free and clear of any and all Liens liens whatsoever except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution such other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions liens as are necessary to give Bank a perfected security interest therein, permitted pursuant to the term of Section 6.8(b). The Accounts are bona fide, existing obligations of Loan Documents and the Account Debtorsliens created by the Loan Documents. The Collateral is not and will not be subject to any contractual restriction upon the transfer thereof (except for any such restriction contained in the Pledge Agreement, this Agreement and the Mortgage Loan Agreement). The Pledge Agreement, together with the delivery of any certificates evidencing the Equity Interests and the UCC Financing Statement relating to the Collateral, when properly filed in the appropriate records and/or delivered to Lender (as applicable), will create a valid, perfected first-priority security interest in the Collateral. Borrower’s delivery of the certificates, if any, to Lender as set forth in the Pledge Agreement creates a first priority valid and perfected security interest in the Collateral as defined in the Pledge Agreement. No creditor of Borrower other than Lender has in its possession any certificates or other documents that constitute or evidence the Collateral or the possession of any third party bailee (such as which would be required to perfect a warehouse) except as otherwise provided security interest in the Perfection Certificate Collateral. The Equity Interests have been duly authorized and validly issued and are not subject to any options to purchase or as permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (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 similar rights of any third party except Person. Upon the exercise of its rights and remedies under the Pledge Agreement, Lxxxxx may succeed to all of the extent such claim would not reasonably rights, titles and interest of Borrower in Mortgage Borrower without the consent of any other Person and may, without the consent of any other Person, be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate (admitted as the same may be updated from time to time sole member of Mortgage Borrower. Bxxxxxxx agrees that, unless expressly provided otherwise, all of the representations and delivered to Bank), warranties of Borrower is not a party to, nor is it bound by, any Restricted Licenseset forth in this Article 3 and expressly set forth elsewhere in this Agreement and the other Loan Documents are made as of the date hereof but shall survive until the Debt has been repaid in full.

Collateral. Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for Excluded Deposit Accounts and the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant subject to the term terms of Section 6.8(b). The Except with respect to disputes and claims as provided in Section 6.3(b), the Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or (as updated from time to time pursuant to the terms of Section 5.1) and except as permitted pursuant to by Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate (as updated from time to time pursuant to the terms of Section 5.1) or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (dc) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate (as the same may be updated from time to time subject to the terms of Section 5.1) and delivered (d) non-material Intellectual Property of de minimis value to Bank)Borrower and which has been abandoned or terminated in the exercise of Borrower’s reasonable business judgment and in accordance with the terms of this Agreement. 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 the United States Patent and Trademark Office, the United States Copyright Office, or any 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 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 subject to the terms of Section 5.1) or as disclosed to Bank pursuant to Section 6.10(b) from time and delivered to Bank)time, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower (a) The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject to Permitted Liens). Xxxxxxxx has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. . (b) Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for (i) the Collateral Accounts described in the Perfection Certificate delivered to 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 to which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to, and to the term extent required by, the terms of Section 6.8(b5.9(c). The Accounts are bona fide, existing obligations of the Account Debtors. The . (c) Except for Collateral with an aggregate value not to exceed $500,000.00, the Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.26.2 of this Agreement. None Except for components with an aggregate value not to exceed $500,000.00, none of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. 6.2. (d) All Inventory is in all material respects of good and marketable quality, free from material defects, except for . (ie) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for saleBorrower owns, or (iii) possesses the right to use to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the necessary in its business, all Intellectual Property which it owns or purports to own except for (a) non-exclusive Property, licenses granted to its customers and other intangible assets that are used in the ordinary course conduct of businessits business as now operated, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (d) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate (as the same may be updated from time to time and delivered to Bank). Each Patent 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 that such claim failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business. business or operations, and no such asset, to the best knowledge of Borrower, infringes upon the valid Intellectual Property, license, or intangible asset of any other Person to the extent that such infringement could reasonably be expected to have a material adverse effect on Borrower’s business or operations. (f) Except as noted on the Perfection Certificate (as the same may be updated from time or for which notice has been given to time Bank pursuant to and delivered to Bankin accordance with Section 5.11(c), Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, to the extent required by and pursuant to the term terms of Section 6.8(b6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2Certificate. None of the components of the Collateral (other than mobile equipment in the possession of Borrower’s employees and agents) shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (dc) 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)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 (as the same may be updated from time to time and delivered to Bank)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term terms of Section 6.8(b). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or (as permitted the same may be updated from time to time pursuant to Section 7.2). None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee valued, individually or in the aggregate, in excess of Fifty Thousand Dollars ($50,000), then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. All Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (dc) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate (as the same may be updated from time to time and delivered pursuant to BankSection 6.10(b)). Each To the best of Borrower’s knowledge, each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate (as the same may be updated from time to time and delivered pursuant to BankSection 6.10(b)), Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term of Section 6.8(b). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2Certificate. None of the components of the Collateral (other than mobile equipment such as laptop computers and mobile phones in the possession of Borrower’s employees or agents) shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (dc) 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)Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid valid, and to Borrower’s knowledge, and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, except as noted in the Perfection Certificate, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate (as the same may be updated from time to time and delivered to Bank)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to(a) The Collateral will secure, rights inon an equal and ratable basis as described herein, the Secured Obligations and will be pledged by the Company and the power Subsidiary Guarantors to transfer the Collateral Agent for the benefit of the Secured Parties. The Collateral pledged by the Company will secure, on an equal and ratable basis as so specified, the Securities issued under each item of the Indentures and the Company’s Obligations under the Transaction Documents; and the Collateral pledged by any Subsidiary Guarantor will secure, on an equal and ratable basis as so specified, the Senior Note Guarantee and Exchangeable Note Guarantee of such Subsidiary Guarantor and such Subsidiary Guarantor’s Obligations under the Transaction Documents. Only the Collateral Agent will be entitled to enforce the Liens granted under the Security Documents. (b) No Indebtedness (other than the Secured Obligations) incurred by the Company or any Subsidiary Guarantor may share in Liens in the Collateral. (c) Subject to the terms of the Secured Documents, the aggregate principal amount of Indebtedness outstanding at any time that is secured by the Collateral will be limited to $[705,000,000]. (d) Subject to the terms of the Transaction Documents, the Company and the Subsidiary Guarantors will have the right to remain in possession and retain exclusive control of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution securing the Secured Obligations (other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith any cash, securities, obligations and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term of Section 6.8(b). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2. None of the components Cash Equivalents constituting part of the Collateral shall that may be maintained at locations deposited with the Collateral Agent in accordance with the provisions of the Transaction Documents and other than as set forth in the Transaction Documents), to freely operate or otherwise use the Collateral and to collect, invest and dispose of any income therefrom unless an Actionable Event of Default has occurred. Upon such Actionable Event of Default, the Collateral Agent will be entitled to foreclose upon and sell the Collateral or any part thereof as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (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 LicenseTransaction Documents.

Collateral. Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderhereunder and under the ISR Debentures, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest thereintherein and, as provided in the ISR Debentures, fixed and floating charges thereon, pursuant to the term terms of Section 6.8(b). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2Certificate. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (dc) 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)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 (as the same may be updated from time to time and delivered to Bank)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title toUpon execution and delivery thereof by the parties thereto, rights in, the Guarantee and Collateral Agreement and the power Mortgages, if any, will be effective to transfer each item create (to the extent described therein) in favor of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except Agent for the Collateral Accounts described benefit of the Secured Parties, a legal, valid and enforceable security interest in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest Collateral described therein, pursuant to the term of Section 6.8(b). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in the Perfection Certificate a proceeding in equity or as permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects law) and an implied covenant of good faith and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reservesfair dealing. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for When (a) non-exclusive licenses granted the actions specified in Schedule 3 to its customers in the ordinary course of businessGuarantee and Collateral Agreement have been duly taken, (b) licenses permitted under clause all applicable Instruments, Chattel Paper and Documents (heach as described therein) constituting Collateral a security interest in which is perfected by possession have been delivered to, and/or are in the continued possession of, the Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with the definition of Permitted Lienapplicable First/Second Lien Intercreditor Agreement, ABL/Term Loan Intercreditor Agreement or Other Intercreditor Agreement, (c) over-the-counter software that all Electronic Chattel Paper and Pledged Stock (as defined in the Guarantee and Collateral Agreement) a security interest in which is commercially available required to be or is perfected by “control” (as described in the publicUCC), are under the “control” of the Collateral Agent or the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with the applicable First/Second Lien Intercreditor Agreement, ABL/Term Loan Intercreditor Agreement or Other Intercreditor Agreement, and (d) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate Mortgages, if any, have been duly recorded, the security interests granted pursuant thereto shall constitute (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 described therein) a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate perfected security interest in, all right, title and interest of each pledgor or mortgagor (as applicable) party thereto in the same may be updated from time Collateral described therein (excluding Commercial Tort Claims, as defined in the Guarantee and Collateral Agreement, other than such Commercial Tort Claims set forth on Schedule 6 thereto (if any)) with respect to time such pledgor or mortgagor (as applicable). Notwithstanding any other provision of this Agreement, capitalized terms that are used in this subsection 4.14 and delivered to Bank), Borrower is not a party to, nor is it bound by, any Restricted Licensedefined in this Agreement are so used as defined in the applicable Security Document.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s 's Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term 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. All unreserved Inventory is in all material respects of good and marketable quality, free from material defects. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2. None of the components of the Collateral shall be are currently being maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects 7.2 of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reservesthis Agreement. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (dc) 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)Certificate. Each To Borrower's knowledge, each Patent which it owns or purports to own and which is material to Borrower’s 's business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s 's business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s 's knowledge, no claim has been made in writing that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s 's business. Except as noted on the Perfection Certificate (as the same may be updated from time Certificate, or with respect to time and delivered which notice is provided pursuant to Bank)Section 6.9(c) hereof, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer transfer, each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution deposit accounts other than Bank or the deposit accounts with Bank’s Affiliates except for , the Collateral Accounts deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith and herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term of Section 6.8(b). The Accounts are bona fide, existing obligations of the Account Debtors. All Inventory is in all material respects of good and marketable quality, free from material defects. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2Certificate. None of the components of the Collateral shall be are currently being maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects 7.2 of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reservesthis Agreement. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (dc) material other 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)Borrower. Each Patent which it owns or purports to own and which is material to Borrower’s business is is, to the best of Borrower’s knowledge, valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate (as the same may be updated from time to time and delivered to Bank)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term terms of Section 6.8(b)6.6(b) to the extent required under Section 6.6(b) hereof. The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted Certificate, locations disclosed to Bank pursuant to Section 7.2, and locations of Experimental Compounds in the ordinary course of business in connection with clinical trials. None of the components of the Collateral shall be maintained at locations other than than: (i) locations as provided in the Perfection Certificate or Certificate, (ii) locations as permitted pursuant to Section 7.2, (iii) locations of mobile equipment, including phones, tablets and computers with employees and consultants in the ordinary course of business, (iv) locations where Collateral may be temporarily located for sales, testing or demonstration purposes in the ordinary course of business, (v) locations where biopharmaceutical compounds and therapeutic materials are located in the ordinary course of business in connection with clinical trials, and (vi) other locations where not more than Fifty Thousand Dollars ($50,000.00) of Collateral in the aggregate may be located at any time. All Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) for which adequate reserves have been made in accordance with GAAP. The foregoing representation shall not apply to Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reservesconsisting Experimental Compounds. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers third parties in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software and software that is commercially available to the public, and (c) licenses that are disclosed in writing to Bank pursuant to Section 6.7(b), (d) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate Certificate, and (as e) immaterial Intellectual Property licensed to Borrower in the same may be updated from time to time and delivered to Bank)ordinary course of business. Each To the best of Borrower’s knowledge, each Patent (other than patent applications) 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)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderunder this Agreement and other Loan Documents, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank SVB or BankSVB’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has given Agent notice and taken such actions as are necessary to give Bank Agent, for the ratable benefit of the Lenders, a perfected security interest therein, pursuant to the term terms of Section 6.8(b6.6(c). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2Certificate. None of the components of the Collateral (other than mobile equipment such as laptop computers in the possession of Borrower’s employees or agents) shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive nonexclusive licenses granted to its customers in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (dc) 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)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 (as the same may be updated from time to time and delivered to Bank)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to(a) The due and punctual payment of the Note Obligations, rights inincluding payment of the principal of, premium on, if any, and interest on, the power Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium on, if any, and interest on the Notes, according to transfer each item the terms hereunder or thereunder, and all other obligations of the Collateral upon Guarantors to the Holders or the Trustee or the Collateral Agent under the Note Documents are secured as provided in the Security Documents which the Collateral Guarantors have entered into simultaneously with the execution of this Indenture and will be secured as provided by the Security Documents hereafter delivered as required by this Indenture, which define the terms of the Liens that secure the Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee and the Issuer hereby acknowledge and agree that the Collateral Agent has a security interest in the Collateral for the benefit of the Holders, the Trustee and itself, in each case pursuant and subject to the terms of the Security Documents. The Issuer and the Guarantors shall make all filings (including filings of continuation statements and amendments to Uniform Commercial Code financing statements that may be necessary to continue the effectiveness of such Uniform Commercial Code financing statements and filings with the United States Patent and Trademark Office and the United States Copyright Office of notices of grant of security interest in Intellectual Property) and take all other actions, in each case as are required by the Security Documents, to create, maintain, perfect, record, continue, enforce or protect (at the sole cost and expense of the Issuer and the Guarantors) the security interests created by the Security Documents in the Collateral (subject to the terms of the Intercreditor Agreements and the Security Documents) as a perfected security interest and within the time frames set forth therein subject to permitted Liens and the priority required by the Intercreditor Agreement and the other Security Documents. (b) Each Holder, by its acceptance of a Note, 1. consents and agrees to the terms of each Security Document (including, without limitation, the provisions providing for possession, use, release and foreclosure of Collateral), the First Lien/First Lien Intercreditor Agreement, the Multi-Lien Intercreditor Agreement and any other Intercreditor Agreement as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture and agrees that it will not contest or support any other person in contesting, in any proceeding (including any insolvency or liquidation proceeding), the perfection, priority, validity or enforceability of a Lien held by or on behalf of any other holder of First Lien Obligations in all or any part of the Collateral, 2. authorizes the Collateral Agent to act on its behalf as “collateral agent” under this Indenture and the Security Documents, 3. authorizes the Issuer to appoint the Collateral Agent to act on behalf of the Secured Parties as the Collateral Agent under this Indenture and the Security Documents, 4. authorizes and directs the Collateral Agent to enter into the Security Documents to which it purports is or becomes a party, the First Lien/First Lien Intercreditor Agreement, the Multi-Lien Intercreditor Agreement and any other Intercreditor Agreement and to xxxxx x Xxxx hereunderperform its obligations and exercise its rights and powers thereunder in accordance therewith, free 5. authorizes and clear empowers the Collateral Agent to bind the Holders and other holders of First Lien Obligations and Junior Lien Obligations as set forth in the Security Documents to which the Collateral Agent is a party and 6. authorizes the Trustee to authorize the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms of the Security Documents and the Intercreditor Agreements, including for purposes of acquiring, holding, enforcing and foreclosing on any and all Liens except Permitted Liens. Borrower has no on Collateral Accounts at or granted by any grantor thereunder to secure any of the First Lien Obligations, together with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith such powers and which Borrower has taken such actions discretion as are necessary to give Bank a perfected security interest thereinreasonably incidental thereto. Notwithstanding the foregoing, pursuant to the term of Section 6.8(b). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (no such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2. None of the components of the Collateral consent shall be maintained at locations other than as provided in the Perfection Certificate deemed or as permitted pursuant construed to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, represent an amendment or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (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 unenforceablewaiver, in whole or in part, of any provision of this Indenture or the Notes. To The foregoing will not limit the best of Borrower’s knowledge, no claim has been made that any part right of the Intellectual Property violates Issuer or any Subsidiary to amend, waive or otherwise modify the rights Security Documents in accordance with their terms. (c) Neither the Issuer nor any Guarantor will take or omit to take any action which would materially adversely affect or impair the validity or enforceability of the Liens in favor of the Collateral Agent on behalf of the Secured Parties with respect to the Collateral; provided, however, that the foregoing shall not be deemed to prohibit any action or inaction that is otherwise permitted by this Indenture or required by law. (d) Subject to Article 6, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any third party except Collateral, for the legality, validity, enforceability, effectiveness or sufficiency of the Collateral Documents, for the creation, perfection, priority, sufficiency or protection of any Lien securing First Lien Obligations, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens securing First Lien Obligations or the Collateral Documents or any delay in doing so. (e) The Holders agree that the Collateral Agent shall be entitled to the extent rights, privileges, protections, immunities, indemnities and benefits provided to the Collateral Agent by this Indenture, the Intercreditor Agreements and the Security Documents. Furthermore, each Holder, by accepting a Note, consents to the terms of and authorizes and directs the Trustee (in each of its capacities) and the Collateral Agent to enter into and perform each of the First Lien/First Lien Intercreditor Agreement, the Multi-Lien Intercreditor Agreement, any other Intercreditor Agreement and the Security Documents in each of its capacities thereunder. (f) If the Issuer (i) Incurs Other First Lien Debt at any time when no intercreditor agreement is in effect or at any time when First Lien Obligations (other than the Notes) entitled to the benefit of the First Lien/First Lien Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as the First Lien/First Lien Intercreditor Agreement) in favor of a designated agent or representative for the holders of the Other First Lien Debt so Incurred, the Collateral Agent shall (and is hereby authorized and directed to) enter into such claim would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted intercreditor agreement, bind the holders on the Perfection terms set forth therein and perform and observe its obligations thereunder. (g) If the Issuer (i) Incurs Junior Lien Obligations at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting Junior Lien Obligations entitled to the benefit of a Permitted Junior Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent and/or the Trustee, as applicable, an Officer’s Certificate so stating and requesting the Collateral Agent and/or the Trustee, as applicable, to enter into a Permitted Junior Intercreditor Agreement in favor of a designated agent or representative for the holders of the Indebtedness constituting Junior Lien Obligations so Incurred, the Collateral Agent and/or the Trustee, as applicable, shall (as and each is hereby authorized and directed to) enter into such intercreditor agreement bind the same may be updated from time holders on the terms set forth therein and perform and observe its obligations thereunder. (h) At all times when the Trustee is not itself the Collateral Agent, the Issuer will, upon request, deliver to time and the Trustee copies of all Security Documents delivered to Bank), Borrower is not a party to, nor is it bound by, any Restricted Licensethe Collateral Agent and copies of all documents delivered to the Collateral Agent pursuant to this Indenture and the Security Documents.

Collateral. (a) Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Deposit Accounts, Securities Accounts, Commodity Accounts at or with any bank or financial institution other investment accounts other than Bank or Bank’s Affiliates except for (i) the Collateral Accounts described in the Perfection Certificate delivered to Bank Agent in connection herewith and herewith, or of which Borrower has given Agent notice and taken such actions as are necessary to give Bank Agent a perfected security interest therein, pursuant therein and (ii) the Excluded Accounts described in the Perfection Certificate delivered to the term of Section 6.8(b). The Accounts are bona fide, existing obligations of the Account Debtors. Agent in connection herewith. (b) The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2Certificate. None of the components of the Collateral (other than consigned inventory held with Borrower’s customers) with an aggregate value in excess of One Hundred Thousand Dollars ($100,000) shall be maintained at locations other than as provided in the Perfection Certificate (as may be updated from time to time with the written consent of Agent) or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, except for . (ic) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course Ordinary Course of businessBusiness, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (dc) 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)Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business constitutes Core Intellectual Property 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 Except for claims made in the best of Palomar Litigation, 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. Material Adverse Change. (d) Except as noted on the Perfection Certificate (as and any license entered into in connection with the same may be updated from time resolution of the litigation, whether by settlement, judgment or otherwise directly relating to time and delivered to Bank)the Palomar Litigation, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower (a) The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject to Permitted Liens). Xxxxxxxx has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. . (b) Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, to the extent that perfection is required pursuant to the term terms of Section 6.8(b5.9(c). The Accounts are bona fide, existing obligations of the Account Debtors. . (c) The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.26.2 (other than laptops and other portable electronic items used in the ordinary course of business). None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). (d) All Inventory is in all material respects of good and marketable quality, free from material defects, except for . (ie) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for saleBorrower owns, or (iii) possesses the right to use to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the reasonably necessary in its business, all Intellectual Property which it owns or purports to own except for (a) non-exclusive Property, licenses granted to its customers and other intangible assets that are used in the ordinary course conduct of businessits business operations as now operated, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (d) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate (as the same may be updated from time to time and delivered to Bank). Each Patent 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 that such claim failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on business or operations, and no such asset, to the Perfection Certificate (as best knowledge of Borrower, conflicts with the same may be updated from time to time and delivered to Bank)valid Intellectual Property, Borrower is not a party tolicense, nor is it bound by, any Restricted License.or intangible asset of

Collateral. Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term of extent required by Section 6.8(b6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate (as may from time to time be updated in writing by Borrower after the Effective Date) or as permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate (as may from time to time be updated in writing by Borrower after the Effective Date) or as permitted pursuant to Section 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, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (dc) 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)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 (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. Borrower has good title to, rights in, and to the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderCollateral, free and clear of any and all Liens except Permitted Liens. Except as set forth in the Collateral Information Certificate, Borrower has no Collateral Deposit Accounts at or with any bank or financial institution Securities Accounts other than the Deposit Accounts and Securities Accounts with Bank or and Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term of Section 6.8(b)'s Affiliates. The Accounts are bona fide, existing obligations of obligations, and the Account Debtorsservice or property has been performed or delivered to the account debtor or its agent for immediate shipment to and unconditional acceptance by the account debtor. The Except as set forth in the Collateral Information Certificate, the Collateral is not in the possession of any third party bailee (such as a warehouse) except ). Except as otherwise provided hereafter disclosed to Bank in the Perfection Certificate or as permitted pursuant to Section 7.2. None writing by Borrower, 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 7.2Collateral Information Certificate. All Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory . Borrower has no notice of any actual or imminent Insolvency Proceeding of any account debtor whose accounts are an Eligible Account or an Eligible Foreign Account in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reservesany Borrowing Base Certificate. Borrower is the licensee or sole owner of the its Intellectual Property which it owns or purports to own (or, if commercially available in the marketplace, could license upon commercially reasonable terms), except for (a) non-exclusive licenses and exclusive licenses limited to a geographic area or field of use granted to its customers in the ordinary course of business. Except as otherwise noted on the Collateral Information Certificate, Borrower is not a party to, nor is bound by, any material license or other material agreement with respect to which Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's right or interest in such license, agreement, or any other property. Borrower shall provide written notice to Bank within ten (b10) licenses permitted under clause days of entering or becoming bound by any such license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition (h) of the definition of Permitted Lien, (c) 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 Borrower shall take such steps as Bank reasonably requests to obtain the consent of, authorization by, or purports waiver of, any person whose consent, authorization, or waiver is necessary for all such licenses or contract rights to own be deemed "Collateral" 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 for Bank to have a material adverse effect on Borrower’s business. Except as noted on security interest in it that might otherwise be restricted or prohibited by law or by the Perfection Certificate terms of any such license or agreement (as such consent or authorization may include a licensor's agreement to a contingent assignment of the same may be updated from time license to time and delivered to BankBank if Bank determines that it is necessary in its good faith judgment), Borrower is not a party to, nor is it bound by, any Restricted Licensewhether now existing or entered into in the future.

Collateral. Borrower Xxxxxxxx has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term terms of Section 6.8(b6.8(c). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2Certificate. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (dc) 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)Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of BorrowerXxxxxxxx’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate (as the same may be updated from time to time and delivered to Bank)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Except to the extent permitted by Section 6.7, Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term terms of Section 6.8(b6.7(c). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2Certificate. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (dc) 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)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 (as the same may be updated from time to time and delivered to Bank)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer transfer, each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution deposit accounts other than Bank or the deposit accounts with Bank’s Affiliates except for , the Collateral Accounts deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith and herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term of Section 6.8(b). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2Certificate. None of the components of the Collateral shall be are currently being maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects 7.2 of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reservesthis Agreement. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers or contract manufacturers in the ordinary course of businessbusiness or such other licenses as are permitted hereunder, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (dc) 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)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 (as the same may be updated from time to time and delivered to Bank)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, rights in, and to the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderCollateral, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution deposit account other than the deposit accounts with Bank or Bank’s Affiliates except for the Collateral Accounts and deposit accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give 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 Debtorsherewith. The Collateral is not in the possession of any third party bailee (such as a warehouse) except ). Except as otherwise provided hereafter disclosed to Bank in the Perfection Certificate or as permitted pursuant to Section 7.2. None writing by Borrower, none of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate Certificate. In the event that Borrower, after the date hereof, intends to store or as permitted pursuant otherwise deliver any portion of the Collateral to Section 7.2a bailee, then Borrower will first receive the written consent of Bank and such bailee must acknowledge in writing that the bailee is holding such Collateral for the benefit of Bank. All Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the its Intellectual Property which it owns or purports to own Property, except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (d) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate (as the same may be updated from time to time and delivered to Bank). Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, enforceable and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To , and to the best of Borrower’s 's knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would could not reasonably be expected to have cause a material adverse effect on Borrower’s businessMaterial Adverse Change. Except as noted on the Perfection Certificate (as the same may be updated from time to time and delivered to Bank)Certificate, Borrower is not a party to, nor is it bound by, any Restricted Licensematerial license or other agreement with respect to which Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall provide written notice to Bank within thirty days of entering or becoming bound by any such license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement (such consent or authorization may include a licensor's agreement to a contingent assignment of the license to Bank if Bank determines that is necessary in its good faith judgment), whether now existing or entered into in the future.

Collateral. Borrower In connection with this Agreement, each Credit Party has delivered to Lender a completed certificate signed by such Credit Party (with respect to all Credit Parties, collectively, the “Perfection Certificate”). Each Credit Party, jointly and severally, represents and warrants to Lender that: (a) (i) its exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (ii) it is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (iii) the Perfection Certificate accurately sets forth its organizational identification number or accurately states that it has none; (iv) the Perfection Certificate accurately sets forth as of the Closing Date its place of business, or, if more than one, its chief executive office as well as its mailing address (if different than its chief executive office); (v) it (and each of its predecessors) has not, in the five (5) years prior to the Closing Date, 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 it and each of its Subsidiaries is accurate and complete in all material respects as of the Closing Date. If any Credit Party is not now a Registered Organization but later becomes one, it shall promptly notify Lender of such occurrence and provide Lender with such Credit Party’s organizational identification number. Lender hereby agrees that the Perfection Certificate shall be updated or deemed to be updated after the Closing Date to reflect information provided in any written notice delivered by any Credit Party to Lender pursuant to Section 6.2; provided that any update to the Perfection Certificate by any Credit Party pursuant to Section 6.2 shall not relieve any Credit Party of any other Obligation under this Agreement. (b) (i) it has good title to, has rights in, and subject to Permitted Subsidiary Distribution Restrictions, the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderunder any Collateral Document, free and clear of any and all Liens except Permitted Liens. Borrower , except for such minor irregularities or defects in title as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change and (ii) it has no Collateral Accounts deposit accounts maintained at a bank or with any bank other depository or financial institution located in the United States other than Bank or Bank’s Affiliates except for the Collateral Accounts deposit accounts described in the Perfection Certificate delivered to Bank Lender in connection herewith herewith. (c) A true, correct and which Borrower has taken complete list of each pending, registered or issued Patent, Copyright and Trademark that, individually or together with any other such actions as are necessary to give Bank a perfected security interest thereinPatents, pursuant Copyrights or Trademarks, is material to the term business of Section 6.8(b). The Accounts are bona fideBorrower and its Subsidiaries, existing obligations taken as a whole, relating to the research, development, manufacture, production, use, commercialization, marketing, importing, storage, transport, offer for sale, distribution or sale of the Account Debtors. The Collateral is not Product in the possession Territory, and is owned or co-owned by or exclusively or non-exclusively licensed to any Credit Party or any of any third party bailee its Subsidiaries (such as a warehousecollectively, the “Current Company IP”), including its name/title, current owner, registration, patent or application number, and registration or application date, is set forth on Schedule 4.6(c) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2. None of the components Disclosure Letter. Except as set forth on Schedule 4.6(c) of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable qualityDisclosure Letter, free from material defects, except for (i) Inventory covered to the Knowledge of Borrower, each item of owned Current Company IP is valid and subsisting and no such item of Current Company IP has lapsed, expired, been cancelled or invalidated or become abandoned, and (ii) to the Knowledge of Borrower, each such item of Current Company IP which is licensed from another Person is valid and subsisting and no such item of Current Company IP has lapsed, expired, been cancelled or invalidated, or become abandoned. To the Knowledge of Borrower, there are no published patents, patent applications, articles or prior art references that would reasonably be expected to materially adversely affect the Product. Except as set forth on Schedule 4.6(c) of the Disclosure Letter, (i) each Person who has or has had any rights in or to owned Current Company IP or any trade secrets owned by manufacturer warrantiesany Credit Party or any of its Subsidiaries, including each inventor named on the Patents within such owned Current Company IP filed by any Credit Party or any of its Subsidiaries, and has executed an agreement assigning his, her or its entire right, title and interest in and to such owned Current Company IP and such trade secrets, and the inventions, improvements, ideas, discoveries, writings, works of authorship, information and other intellectual property embodied, described or claimed therein, to the stated owner thereof and, (ii) Inventory to the Knowledge of Borrower, no such Person has any contractual or other obligation that would preclude or conflict with such assignment or the exploitation of the Product in the process Territory or entitle such Person to ongoing payments. (i) Each Credit Party or any of being refurbished for sale, or (iii) its Subsidiaries possesses valid title to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property Current Company IP for which it owns is listed as the owner or purports to own except for (a) nonco-exclusive licenses granted to its customers in the ordinary course of businessowner, (b) licenses permitted under clause (has applicable, on Schedule 4.6(c) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, Disclosure Letter; and (dii) material Intellectual Property there are no Liens on any Current Company IP, other than Permitted Liens. (e) There are no maintenance, annuity or renewal fees that are currently overdue beyond their allotted grace period for any of the Current Company IP which is owned by or exclusively 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 any Credit Party or purports to own and which is material to Borrower’s business is valid and enforceableany of its Subsidiaries, 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 unenforceableexcept, in whole or in part. To the best of Borrower’s knowledgeeach case, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would could not reasonably be expected to have a material materially adverse impact on such Credit Party’s or Subsidiary’s rights to such Current Company IP, nor have any applications or registrations therefor lapsed or become abandoned, been cancelled or expired. There are no maintenance, annuity or renewal fees that are currently overdue beyond their allotted grace period for any of the Current Company IP which is non-exclusively licensed to any Credit Party or any of its Subsidiaries, except, in each case, that could not reasonably be expected to have a materially adverse impact on such Credit Party’s or Subsidiary’s rights to such Current Company IP, nor to the Knowledge of Borrower, have any applications or registrations therefor lapsed or become abandoned, been cancelled or expired. (f) There are no unpaid fees or royalties under any Current Company IP Agreement that have become due, or are expected to become overdue. Each Current Company IP Agreement is in full force and effect and, to the Knowledge of Borrower, is legal, valid, binding, and enforceable in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability. Neither Borrower nor any of its Subsidiaries, as applicable, is in breach of or default under any Current Company IP Agreement to which it is a party or may otherwise be bound, and to the Knowledge of Borrower, no circumstances or grounds exist that would give rise to a claim of breach or right of rescission, termination, non-renewal, revision, or amendment of any of the Current Company IP Agreements, including the execution, delivery and performance of this Agreement and the other Loan Documents. (g) No payments by any Credit Party or any of its Subsidiaries are due to any other Person in respect of the Current Company IP, other than pursuant to the Current Company IP Agreements and those fees payable to patent offices in connection with the prosecution and maintenance of the Current Company IP and associated attorney fees. (h) No Credit Party or any of its Subsidiaries has undertaken or omitted to undertake any acts, and, to the Knowledge of Borrower, no circumstance or grounds exist that would invalidate or reduce, in whole or in part, the enforceability or scope of (i) the Current Company IP in any manner that could reasonably be expected to materially adversely affect the Product, or (ii) in the case of Current Company IP owned or co-owned or exclusively or non-exclusively licensed by any Credit Party or any of its Subsidiaries, except as set forth on Schedule 4.6(h) of the Disclosure Letter, such Credit Party’s or Subsidiary’s entitlement to own or license and exploit such Current Company IP. (i) Except as set forth on Schedule 4.7 of the Disclosure Letter or advised pursuant to Section 5.2(b), there is no pending, decided or settled opposition, interference proceeding, reissue proceeding, reexamination proceeding, inter-partes review proceeding, post-grant review proceeding, cancellation proceeding, injunction, lawsuit, hearing, investigation, complaint, arbitration, mediation, demand, International Trade Commission investigation, decree, or any other dispute, disagreement, or claim, in each case alleged in writing to Borrower or any of its Subsidiaries (collectively referred to hereinafter as “Specified Disputes”), nor to the Knowledge of Borrower’s business. , has any such Specified Dispute been threatened in writing, in each case challenging the legality, validity, enforceability or ownership of any Current Company IP. (j) Except as noted on Schedule 4.6(j) of the Perfection Certificate (as the same may be updated from time to time and delivered to Bank)Disclosure Letter, Borrower no Credit Party is not a party to, nor is it bound by, any Restricted License. (k) In each case where an issued Patent within the Current Company IP is owned or co-owned by any Credit Party or its Subsidiaries by assignment, the assignment has been duly recorded with the U.S. Patent and Trademark Office and all similar offices and agencies anywhere in the world in which foreign counterparts are registered or issued. (l) There are no pending or, to the Knowledge of Borrower, threatened (in writing) claims against Borrower or any of its Subsidiaries alleging (i) that any research, development, manufacture, production, use, commercialization, marketing, importing, storage, transport, offer for sale, distribution or sale of the Product in the Territory infringes or violates (or in the past infringed or violated) the rights of any third parties in or to any Intellectual Property (“Third Party IP”) or constitutes a misappropriation of (or in the past constituted a misappropriation of) any Third Party IP, or (ii) that any Current Company IP is invalid or unenforceable. (m) The manufacture, production, use, commercialization, marketing, importing, storage, transport, offer for sale, distribution or sale of the Product in the Territory does not, to the Knowledge of Borrower, infringe or violate (or in the past infringed or violated) any issued or registered Third Party IP (including any issued Patent within the Third Party IP) or, to the Knowledge of Borrower, constitutes a misappropriation of (or in the past constituted a misappropriation of) any Third Party IP. (n) To the Knowledge of Borrower, there are no settlements, covenants not to xxx, consents, judgments, orders or similar obligations which: (i) restrict the rights of any Credit Party or any of its Subsidiaries to use any Intellectual Property relating to the research, development, manufacture, production, use, commercialization, marketing, importing, storage, transport, offer for sale, distribution or sale of the Product in the Territory (in order to accommodate any Third Party IP or otherwise), or (ii) permit any third parties to use any Company IP. (o) To the Knowledge of Borrower, (i) there is no, nor has there been any, infringement or violation by any Person of any of the Company IP or the rights therein, and (ii) there is no, nor has there been any, misappropriation by any Person of any of the Company IP or the subject matter thereof. (p) Each Credit Party and each of its Subsidiaries has taken all commercially reasonable measures customary in the pharmaceutical industry to protect the confidentiality and value of all trade secrets owned by such Credit Party or any of its Subsidiaries or used or held for use by such Credit Party or any of its Subsidiaries, in each case relating to the research, development, manufacture, production, use, commercialization, marketing, importing, storage, transport, offer for sale, distribution or sale of the Product in the Territory. (q) To the Knowledge of Borrower, the Product made, used or sold under the Patents within the Current Company IP has been marked with the proper patent notice. (r) To the Knowledge of Borrower, at the time of any shipment of GALAFOLD™ occurring prior to the Effective Date, the units of GALAFOLD™ so shipped complied with their relevant specifications and were manufactured in accordance with current FDA Good Manufacturing Practices.

Collateral. Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderhereunder or pursuant to the Australian Mortgage Debenture, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term terms of Section 6.8(b6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2Certificate. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (dc) 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)Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate (Certificate, or as Borrower has otherwise notified Bank pursuant to the same may be updated from time to time and delivered to Bank)terms of Section 6.7(c) hereof, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate (as the same may be updated from time to time) delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term terms of Section 6.8(b6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2Certificate. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of businessbusiness and licenses that could not result in a legal transfer of title of the licensed property but that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discrete geographical areas outside of the United States, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (dc) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate (as the same may be updated from time to time and delivered pursuant to BankSection 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 and delivered pursuant to BankSection 6.8(b)), Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term terms of Section 6.8(b6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of businessbusiness and licenses of Intellectual Property that could not result in a legal transfer of title of the licensed property that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discrete geographical areas outside of the United States, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (dc) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate (as Certificate. To the same may be updated from time to time and delivered to Bank). Each best of Borrower’s knowledge, each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and 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)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank Collateral Agent in connection herewith and which Borrower has taken such actions as are necessary to give Bank Collateral Agent a perfected security interest therein, pursuant to the term extent required by the terms of Section 6.8(b6.6(a). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) ), other than tooling locations, clinical trial locations and contract manufacturing locations, in the ordinary course of business, except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (dc) 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)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 to Collateral Agent and each Lender after the same may be updated from time Effective Date pursuant to time and delivered to BankSection 6.8(b), Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower (a) The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject to Permitted Liens). Xxxxxxxx has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. . (b) Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, to the extent that perfection is required pursuant to the term terms of Section 6.8(b5.9(a). The Accounts are bona fide, existing obligations of the Account Debtors. . (c) The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.26.2 (other than laptops and other portable electronic items used in the ordinary course of business). None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). (d) All Inventory is in all material respects of good and marketable quality, free from material defects, except for . (ie) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for saleBorrower owns, or (iii) possesses the right to use to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the reasonably necessary in its business, all Intellectual Property which it owns or purports to own except for (a) non-exclusive Property, licenses granted to its customers and other intangible assets that are used in the ordinary course conduct of businessits business operations as now operated, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (d) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate (as the same may be updated from time to time and delivered to Bank). Each Patent 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 that such claim failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business. business or operations, and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset of any other Person to the extent that such conflict could reasonably be expected to have a material adverse effect on Borrower’s business or operations. (f) Except as noted on the Perfection Certificate (as the same may be updated from time to time in accordance with this Agreement) or for which notice has been given to Bank pursuant to and delivered to Bankin accordance with Section 5.11(b), Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower has good title to, has rights in, and has the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Deposit Accounts, Securities Accounts, Commodity Accounts at or with any bank or financial institution other investment accounts other than Bank or Bank’s Affiliates except for the Collateral Accounts described in permitted by the Perfection Certificate delivered to Bank in connection herewith and terms of Section 6.6 hereof with respect of which Borrower has taken taken, subject to the terms of Section 6.12, such actions as are necessary to give Bank Agent for the ratable benefit of all 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. The . (b) On the Effective Date, the Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided disclosed in the Perfection Certificate or Certificate, and, as permitted pursuant to Section 7.2of the Effective Date, no such third party bailee possesses components of the Collateral in excess of Twenty-Five Thousand Dollars ($25,000) except as set forth in Schedule 5.2(a). None of the components of the Collateral shall be maintained at locations other than as provided disclosed in the Perfection Certificate on the Effective Date or as permitted pursuant to Section 7.2. In the event that Borrower, after the Effective Date, intends to store or otherwise deliver any portion of the Collateral to a bailee in excess of Twenty-Five Thousand Dollars ($25,000), then Borrower will first receive the written consent of Agent and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Agent in its sole discretion. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Except as noted on the Perfection Certificate, except for as of the Effective Date Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is a licensee that (ia) Inventory covered by manufacturer warranties, (ii) Inventory prohibits or otherwise restricts Borrower from granting a security interest in the process of being refurbished for saleBorrower’s interest in such license or agreement or any other property, or (iiib) for which a default under or termination of could interfere with Agent’s right to the extent Borrower maintains adequate reservessell any Collateral. Borrower is the sole owner shall provide written notice to Agent within ten (10) days of the Intellectual Property which it owns entering or purports to own except for becoming bound by any such license or agreement (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) other than over-the-counter software that is commercially available to the public). Borrower shall take such commercially reasonable steps as Agent requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (x) all such licenses or agreements to be deemed “Collateral” and for Agent to have a security interest in it that might otherwise be restricted or prohibited by Law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (dy) material Intellectual Property licensed Agent to Borrower and noted on have the Perfection Certificate (as ability in 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 event of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights a liquidation of any third party except Collateral to dispose of such Collateral in accordance with Agent’s rights and remedies under this Agreement and the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate (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 Licenseother Loan Documents.

Collateral. Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term of Section 6.8(b6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2Certificate. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) licenses permitted under clause (hi) pursuant to that certain Collaboration and License Agreement by and between Borrower and Bayer HealthCare LLC, dated as of the definition June 18, 2014 and (ii) pursuant to that certain Licensee Agreement by and between Borrower and ReGenX Biosciences, LLC, dated as of Permitted LienOctober 30, 2013, (c) over-the-counter software that is commercially available to the public, and (d) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate (as the same may be updated from time to time and delivered to Bank)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 (as the same may be updated from time to time and delivered to Bank)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx gxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution deposit accounts other than Bank or the deposit accounts with Bank’s Affiliates except for , the Collateral Accounts deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith and herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term of Section 6.8(b). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2Certificate. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (dc) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate (as Certificate. To the same may be updated from time to time and delivered to Bank). Each best of Borrower’s knowledge, each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and 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)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term of Section 6.8(b6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate Certificate. Other than mobile Equipment in the possession of Borrower’s employees or as permitted pursuant to Section 7.2. None agents, none of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive nonexclusive licenses granted to its customers in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (dc) 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)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 (as the same may be updated from time to time and delivered to Bank)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s 's Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term extent required by the terms of Section 6.8(b6.6(b). The To Borrower's knowledge, the Accounts are bona fide, existing obligations of the Account Debtors. All unreserved Inventory is in all material respects of good and marketable quality, free from material defects. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2. None of the components of the Collateral shall be are currently being maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects 7.2 of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reservesthis Agreement. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (dc) 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)Certificate. Each To Borrower's knowledge, each Patent which it owns or purports to own and which is material to Borrower’s 's business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s 's business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s 's knowledge, no claim has been made in writing that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s 's business. Except as noted on the Perfection Certificate (as the same may be updated from time Certificate, or with respect to time and delivered which notice is provided pursuant to Bank)Section 6.7(c) hereof, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title toUpon execution and delivery thereof by the parties thereto, rights in, the Guarantee and Collateral Agreement and the power Mortgages (if any) will be effective to transfer each item create (to the extent described therein) in favor of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except Agent for the Collateral Accounts described in benefit of the Perfection Certificate delivered to Bank in connection herewith Secured Parties, a valid and which Borrower has taken such actions as are necessary to give Bank a perfected enforceable security interest in or liens on the Collateral described therein, pursuant to the term of Section 6.8(b). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in the Perfection Certificate a proceeding in equity or as permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects law) and an implied covenant of good faith and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reservesfair dealing. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for When (a) non-exclusive licenses granted to its customers all Filings (as defined in the ordinary course of businessGuarantee and Collateral Agreement) have been completed, (b) licenses permitted under clause all applicable Instruments, Chattel Paper and Documents (heach as described therein) constituting Collateral a security interest in which is perfected by possession have been delivered to, and/or are in the continued possession of, the Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with the definition of Permitted Lienapplicable ABL/Term Loan Intercreditor Agreement, Term Loan Priority Collateral Intercreditor Agreement, Junior Lien Intercreditor Agreement or Other Intercreditor Agreement, (c) over-the-counter software that all Deposit Accounts and Pledged Stock (each as defined in the Guarantee and Collateral Agreement) a security interest in which is commercially available required by the Security Documents to be perfected by “control” (as described in the publicUniform Commercial Code as in effect in each applicable jurisdiction (in the case of Deposit Accounts) and the State of New York (in the case of Pledged Stock) from time to time) are under the “control” of the Collateral Agent, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with the applicable ABL/Term Loan Intercreditor Agreement, Term Loan Priority Collateral Intercreditor Agreement, Junior Lien Intercreditor Agreement or Other Intercreditor Agreement, and (d) material Intellectual Property licensed the Mortgages (if any) have been duly recorded in the proper recorders’ offices or appropriate public records and the mortgage recording fees and taxes in respect thereof, if any, are paid and compliance is otherwise had with the formal requirements of state or local law applicable to Borrower the recording of real property mortgages generally, the security interests and noted on liens granted pursuant to the Perfection Certificate Guarantee and Collateral Agreement and the Mortgages shall constitute (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 described therein and with respect to the Mortgages, only as relates to the real property security interests and liens granted pursuant thereto) a perfected security interest in (to the extent intended to be expected created thereby and required to have a material adverse effect on Borrower’s business. Except as noted on be perfected under the Perfection Certificate Loan Documents), all right, title and interest of each pledgor or mortgagor (as applicable) party thereto in the same may be updated from time Collateral described therein (excluding Commercial Tort Claims, as defined in the Guarantee and Collateral Agreement, other than such Commercial Tort Claims set forth on Schedule 6 thereto (if any)) with respect to time such pledgor or mortgagor (as applicable). Notwithstanding any other provision of this Agreement, capitalized terms that are used in this Subsection 5.13 and delivered to Bank), Borrower is not a party to, nor is it bound by, any Restricted Licensedefined in this Agreement are so used as defined in the applicable Security Document.

Collateral. Borrower has good (i) Upon delivery to the Collateral Agent of the certificates or instruments representing or evidencing the Collateral in accordance with the Collateral Agreements and, in the case of Collateral not constituting certificated securities or instruments, the filing of Uniform Commercial Code financing statements in the appropriate filing office, the Collateral Agent will obtain a valid and perfected security interest in such Collateral, subject only to Permitted Liens, to the extent that a security interest in such Collateral may be perfected by such filings. (ii) Upon filing by the Collateral Agent of (A) financing statements, (B) any filings required with the United States Patent and Trademark Office and (C) any filings required with the United States Copyright Office, the Collateral Agent will obtain valid and perfected security interests in the Collateral, subject only to Permitted Liens, to the extent that a security interest in such Collateral may be perfected by such filings. (iii) The Mortgages will be effective to grant a legal and valid mortgage lien on all of the mortgagor’s right, title and interest in each of the properties mortgaged thereunder. When the Mortgages are duly recorded in the proper recorders’ offices or appropriate public records and the mortgage recording fees and taxes in respect thereof are paid and compliance is otherwise had with the formal requirements of state or local law applicable to the recording of real estate mortgages generally, the Collateral Agent will obtain a valid, perfected and enforceable security interest in the related property, subject only to the encumbrances and exceptions to title expressly set forth in the commitments for mortgage title insurance and except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance, fraudulent transfer, or other similar laws relating to, or affecting generally, the enforcement of creditors’ rights in, and remedies. (iv) All information certified by the power to transfer each item Chief Financial Officer of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described Company in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions dated as are necessary to give Bank a perfected security interest therein, pursuant to the term of Section 6.8(b). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (Closing Date and delivered by such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2. None officer on behalf of the components of the Collateral shall Company will be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is true and correct in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner as of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (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 LicenseClosing Date.

Collateral. Except as noted on the Perfection Certificate, Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term of Section 6.8(b6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2Certificate. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, permitted by Section 7.1 hereof; (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (dc) 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)Certificate. Each Patent which it Borrower owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate (as the same may be updated from time to time and delivered to Bank)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower (a) The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject to Permitted Liens). Xxxxxxxx has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. . (b) Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term terms of Section 6.8(b5.9(c). The Accounts are bona fide, existing obligations of the Account Debtors. . (c) The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.26.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. 6.2. (d) All Inventory is in all material respects of good and marketable quality, free from material defects, except for . (ie) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers customers, contract manufacturers, resellers and/or distributors in the ordinary course of business, and exclusive licenses that do not result in a legal transfer of title to the licensed property but may be exclusive in certain respects, including as to specific fields of use, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (dc) 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)Borrower. Each Patent patent which it owns or purports to own and which is material to Borrower’s business is is, to its knowledge, valid and enforceable, and no part of the Intellectual Property 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 Borrower has no knowledge of Borrower’s knowledge, no claim has been made that any part infringement or violation by it of the Intellectual Property violates the intellectual property rights of any third party except to and has no knowledge of any violation or infringement by a third party of any of its Intellectual Property. The Collateral and the extent such claim would not reasonably be expected to have a material adverse effect on Intellectual Property constitute substantially all of the assets and property of Borrower’s business. , and Borrower owns all Intellectual Property associated with the business of Borrower and Subsidiaries, free and clear of any liens other than Permitted Liens. (f) Except as noted on the Perfection Certificate (as the same may be updated from time or for which notice has been given to time Bank pursuant to and delivered to Bankin accordance with Section 5.11(b), Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) The provisions of this Agreement and the other Loan Documents are effective to create in favor of Agent a valid and enforceable security interest or other Lien in all right, title, and interest of each Loan Party which is a party hereto or thereto (as applicable) in, to and upon the collateral the subject thereof, and, upon the filing of appropriate UCC financing statements in the jurisdictions listed on the Due Diligence Certificate, such security interest will be a duly perfected and first priority security interest in all the collateral with respect to which a security interest may be perfected by filing a UCC financing statement in such jurisdiction, subject to no Liens other than Permitted Liens. (b) Borrower and each of the Loan Parties has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower has no Collateral nor any of its Domestic Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts at or with any bank or financial institution other investment accounts other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificate Certificates delivered to Bank Agent in connection herewith and with respect of which Borrower or the applicable Loan Party has given Agent notice and taken such actions as are necessary to give Bank Agent a perfected security interest therein, pursuant to the term of Section 6.8(b). The Accounts are receivable are, and/or when arising will be, bona fide, existing obligations of the Account Debtors. The . (c) On the Effective Date, the Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided disclosed in the Perfection Certificate or Certificate, and, as permitted pursuant to Section 7.2of the Effective Date, no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000). None of the components of the Collateral shall be maintained at locations other than as provided disclosed in the Perfection Certificate Certificates on the Effective Date or as permitted pursuant to Section 7.2. 6.11. (d) All Inventory is in all material respects of good and marketable quality, free from material defects, except for . (ie) Inventory covered by manufacturer warranties, (ii) Inventory in Borrower and each of the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower Loan Parties is the sole owner of the Intellectual Property which it owns or each respectively purports to own own, except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) business and other licenses permitted under clause (h) Section 7.1. Except as noted on the Perfection Certificates as of the definition Effective Date, neither Borrower nor any of Permitted Lienthe Loan Parties is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Loan Party is the licensee (ci) that prohibits or otherwise restricts Borrower or such Loan Party from granting a security interest in Borrower’s or such Loan Parties’ interest in such material license or material agreement or any other property, or (ii) a default or termination of which could materially interfere with Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Agent and each Lender, no less frequently than quarterly, within thirty (30) days after the end of each quarter, of Borrower or any of Loan Party entering into or becoming bound by any material, inbound license or similar material agreement regarding Intellectual Property (other than over-the-counter software that is commercially available to the public). Borrower shall, and shall cause each Loan Party to, use commercially reasonable efforts to exclude from the terms of such licenses or agreements (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 other than over-the-counter software that is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which 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 commercially available to the extent public) entered into after the Effective Date any provisions therein that would restrict or prohibit such claim would not reasonably be expected licenses or agreement, or rights thereunder, from becoming subject 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 Licensesecurity interest in favor of Agent.

Collateral. Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term terms of Section 6.8(b). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the publicpublic and other non-material Intellectual Property licensed to Borrower, and (dc) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate Certificate, and (as d) licenses for the same may be updated from time to time use of the Intellectual Property of Borrower or any of its Subsidiaries entered into an arms-length basis between or among Borrower and delivered to Bank)Borrower’s Subsidiaries. Each Patent which it owns or purports to own and which is material to Borrower’s business is is, to Borrower’s knowledge without investigation, valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate (or as the same may be updated from time disclosed to time and delivered Bank pursuant to BankSection 6.10(b), Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term terms of Section 6.8(b6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2Certificate. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (dc) 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)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 (as the same may be updated from time to time and delivered to Bank)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title toUpon execution and delivery thereof by the parties thereto, rights in, the Guarantee and Collateral Agreement and the power Mortgages will be effective to transfer each item create (to the extent described therein) in favor of the Collateral upon Agent for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein, except as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. When (a) the actions specified in Schedule 3 to the Guarantee and Collateral Agreement have been duly taken, (b) all applicable Instruments, Chattel Paper and Documents (each as described therein) constituting Collateral a security interest in which it purports is perfected by possession have been delivered to, and/or are in the continued possession of, the Collateral Agent, (c) all Deposit Accounts, Electronic Chattel Paper and Pledged Stock (each as defined in the Guarantee and Collateral Agreement) a security interest in which is required by the Security Documents to xxxxx x Xxxx hereunderbe perfected by “control” (as described in the UCC) are under the “control” of the Collateral Agent or the Administrative Agent, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except as agent for the Collateral Accounts described Agent and as directed by the Collateral Agent and (d) the Mortgages have been duly recorded and any other formal requirements of state or local law applicable to the recording of real property mortgages in the Perfection Certificate delivered applicable jurisdiction generally have been complied with, the security interests granted pursuant thereto shall constitute (to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank the extent described therein) a perfected security interest therein, pursuant to the term of Section 6.8(b). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is intended to be created thereby and required to be perfected under the sole owner Loan Documents) all right, title and interest of the Intellectual Property which it owns each pledgor or purports to own except for mortgagor (aas applicable) non-exclusive licenses granted to its customers party thereto in the ordinary course of businessCollateral described therein (excluding Commercial Tort Claims, as defined in the Guarantee and Collateral Agreement, other than such Commercial Tort Claims set forth on Schedule 7 thereto (bif any)) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available with respect to the public, and (d) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate such pledgor or mortgagor (as the same may be updated from time to time and delivered to Bankapplicable). Each Patent Notwithstanding any other provision of this Agreement, capitalized terms which it owns are used in this Section 5.14 and not defined in this Agreement are so used as defined in the applicable Security Document. Notwithstanding any other provision of this Agreement 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 other Loan Document, the extent such claim would Parent Borrower does 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)shall not make any representation or warranty under this Section 5.14 during, Borrower is not a party or relating to, nor is it bound by, any Restricted LicenseCollateral Suspension Period.

Collateral. Borrower Each Credit Party has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. Borrower No Credit Party has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and or as such Credit Party has otherwise notified Bank pursuant to Section 6.6(b), in each case for which Borrower has the Credit Parties have taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term of Section 6.8(b)6.6. The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2and except for Collateral valued in the aggregate for all locations at less than Four Hundred Fifty Thousand Dollars ($450,000.00) at any time. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.27.2 or Collateral consisting of computer equipment which by its nature is intended to be maintained at locations other than Borrower’s principal places of business in the ordinary course of business in an aggregate amount for all such locations not to exceed One Million Dollars ($1,000,000.00). All Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower Each Credit Party is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (dc) material Intellectual Property licensed to Borrower a Credit Party and noted on the Perfection Certificate (as the same may be updated from time to time and delivered to Bank)Certificate. Each Patent which it a Credit Party owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower a Credit Party owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate (as the same may be updated from time to time and delivered to Bank)Certificate, Borrower no Credit Party is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution deposit accounts other than the deposit accounts with Bank or Bank’s Affiliates except for the Collateral Accounts and deposit accounts described in the Perfection Certificate delivered to Bank in connection herewith and or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term of Section 6.8(b). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except (x) as otherwise provided in the Perfection Certificate and (y) Equipment or as permitted pursuant Inventory in the possession of third party carriers in the ordinary course of business for delivery to Section 7.2Borrower or to customers of Borrower and its Subsidiaries. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted Borrower has given Bank notice pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral in an amount in excess of Two Hundred Fifty Thousand Dollars ($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, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own its intellectual property, except for (ai) non-exclusive licenses granted to its customers and/or licensees in the ordinary course of business, and (bii) licenses permitted under clause (h) 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 definition of Permitted Liendate hereof, (c) over-the-counter software that is commercially available to the public, and (d) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate (as the same may be updated from time to time and delivered to Bank). Each Patent which it owns or purports to own and which is material to Borrower’s business each patent is valid and enforceable, enforceable and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business intellectual property has been judged invalid or unenforceable, in whole or in part. To , and to the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property intellectual property violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s businessparty. Except as noted on the Perfection Certificate (as the same may be updated from time to time and delivered to Bank)Certificate, Borrower is not a party to, nor is it bound by, any Restricted Licensematerial license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such material license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (x) all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or 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. Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term terms of Section 6.8(b6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2Certificate. None of the components of the Collateral (other than (i) mobile equipment such as laptop computers in the possession of Borrower’s employees or agents or (ii) Collateral valued in excess of One Hundred Thousand Dollars ($100,000.00) (in the aggregate for all such Collateral at all locations)) shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (dc) 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)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 (as the same may be updated from time to time and delivered to Bank)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Co-Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Co-Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Co-Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term terms of Section 6.8(b). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral (other than Offsite Collateral) is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Co-Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of businesspermitted hereunder, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (dc) material Intellectual Property licensed to Co-Borrower and noted on the Perfection Certificate Certificate, and (as the same may be updated from time to time and delivered to Bank)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 the same may be updated from time to time and delivered otherwise disclosed in writing to Bank), Co-Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank Lender in connection herewith and which Borrower has taken such actions as are necessary to give Bank Lender a perfected security interest therein, pursuant subject to the term terms of Section 6.8(b)6.6. The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2Certificate. None of the components of the Collateral (other than mobile equipment such as laptop computers in the possession of Borrower’s employees or agents) shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (dc) 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)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 (as the same may be updated from time to time and delivered to Bank)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Each Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except . (b) Except for the Collateral Accounts described in the Perfection Certificate or in a notice timely delivered pursuant to Bank in connection herewith Section 6.4(b), no Borrower or any Subsidiary has any Deposit Accounts at or with any bank, broker or other financial institution, and which each Borrower has taken such actions as are necessary to give Bank Lender a perfected security interest therein, in each Collateral Account of a Borrower as required pursuant to the term terms of Section 6.8(b). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee 6.4(b) and Section 3.3. (such as a warehousec) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Each Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (bi) licenses permitted under clause (h) of the definition of Permitted Lienpursuant to Section 7.1, (cii) open-source software, (iii) over-the-counter software that is commercially available to the public, and (div) material Intellectual Property licensed to such Borrower and noted on the Perfection Certificate or as disclosed pursuant to Section 6.10(b), and (as the same may be updated from time v) immaterial Intellectual Property licensed to time and delivered to Bank)such Borrower. Each Patent (other than patent applications) which it owns or purports to own and which is material to such Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s the Borrowers’ 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 on Borrower’s businessMaterial Adverse Change. Except as noted on the Perfection Certificate (as the same may be updated from time to time and delivered to Bank), Borrower No Subsidiary which is not a party toBorrower owns any material Intellectual Property. It will not be necessary to use any inventions of any of such Borrower’s employees or consultants (or Persons it currently intends to hire) made prior to their employment by such Borrower. Each current and prior employee, nor is it bound by, any Restricted Licenseconsultant or other Affiliate thereof has entered into an invention assignment agreement or similar agreement with such Borrower with respect to all intellectual property rights he or she owns that are related to the Borrowers’ business.

Collateral. Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderunder this Agreement and other Loan Documents, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank Agent in connection herewith and which Borrower has given Agent notice and taken such actions as are necessary to give Bank Agent a perfected security interest therein, to the extent required by and pursuant to the term terms of Section 6.8(b6.8(c). The To Borrower’s knowledge, the Accounts are bona fide, existing obligations of the Account Debtors. The Other than Collateral with a value of no more than Two Hundred Fifty Thousand Dollars ($250,000), 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 notified to Agent by Borrower in writing from time to time as required by Section 7.2. None of the components of the Collateral with a value in excess of Two Hundred Fifty Thousand Dollars ($250,000) (other than mobile equipment in the possession of Borrower’s employees) shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses permitted to be granted by Borrower pursuant to its customers in the ordinary course of businessthis Agreement, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (dc) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate (as the same may be updated from time or otherwise disclosed to time and delivered to Bank)Agent. Each Patent Patent, Copyright and Trademark 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 to Borrower alleging that any part of the Intellectual Property with any material value, 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. Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term of Section 6.8(b6.6(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 ($150,000) is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2Certificate. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory that is to be sold in the ordinary course of business is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (dc) 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)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 (as the same may be updated from time to time and delivered to Bank)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx gxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant therein to the term extent required by the terms of Section 6.8(b). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (dc) 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)Certificate. Each To Borrower’s knowledge, each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made in writing that any part of the Intellectual Property 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 Certificate, or with respect to time and delivered which notice is provided pursuant to Bank)Section 6.10(b) hereof, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to(a) Subject to the Carve Out, with respect to the Debtors, the Interim Order is (and the Final Order when entered will be) effective to create in favor of the Lenders legal, valid, enforceable and fully perfected security interests in and Liens on the Collateral described therein. (b) Without limiting the foregoing, the Loan Documents are effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable (except, as it relates to any Non-Filer, as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights ingenerally and by principles of equity) security interest in the Collateral described therein and upon the filing of any UCC financing statements and the taking of any other actions (including providing control (as defined in the UCC) or notating the Administrative Agent’s lien on certificates of title) or making of filings required for perfection under the laws of the relevant jurisdictions and specified in such Loan Documents, as necessary, and, if applicable, the taking of actions or making of filings with respect to Intellectual Property registrations or applications issued or pending, and, in the case of any real property, filing of the Mortgages as necessary, such Liens constitute perfected and continuing liens on such Collateral, securing the applicable obligations described in such Loan Documents, enforceable (except, as it relates to any Non-Filer, as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by principles of equity) against the applicable Loan Party and all third parties, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderhaving priority over all other Liens on such Collateral, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term case of Section 6.8(b). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as Liens permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality8.2 hereunder, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (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 Liens would not reasonably be expected have priority over the Liens in favor of the Administrative Agent pursuant to have a material adverse effect on Borrower’s business. Except as noted on any applicable law and to the Perfection Certificate (as the same extent perfection may be updated from time achieved by the foregoing filings; provided, however, that additional filings may be required to time and delivered to Bank), Borrower is not a party to, nor is it bound by, any Restricted Licenseperfect the security interest for the benefit of the Lenders in Intellectual Property acquired after the date hereof.

Collateral. Borrower has good title (a) To secure the full and complete payment and performance of the Obligations, the Loan Parties shall (and shall cause each Restricted Subsidiary to) enter into Collateral Documents (substantially in the form of comparable Collateral Documents delivered under the Existing Credit Agreement or otherwise acceptable to the Agent) pursuant to which, rights inamong other things, each such entity shall, to the extent permitted by applicable law, grant, pledge, assign, and create first priority Agent’s Liens (except to the extent Permitted Liens affect such priority) in and to all Collateral owned by such entity. (b) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, obligations of any Loan Party to any Lender (other than the Bank or any Affiliate of the Bank) or any Affiliate of any Lender under or in connection with any Bank Product shall not constitute Obligations and shall not be secured by any of the Agent’s Liens or be guaranteed pursuant to the Guaranties except to the extent that such Lender or its Affiliate and the applicable Loan Party have prior to or promptly following the entering into of the applicable Bank Product, delivered a written notice of the Bank Product Termination Value of the obligations of any Loan Party to such Lender or such Affiliate of such Lender under such Bank Product to be included in Obligations and to be secured by the Agent’s Liens and be guaranteed pursuant to the Guaranties to the Agent, together with a description of the methodology to be used by such parties in determining the Bank Product Termination Value from time to time, and the power to transfer each item Agent has acknowledged receipt of the Collateral upon such notice in writing, which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term of Section 6.8(b). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2. None of the components of the Collateral acknowledgement shall be maintained at locations other than as provided in promptly delivered by the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects Agent following receipt of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, such notice. (c) over-the-counter software that is commercially available The Bank Product Termination Value (other than with respect to the public, and (dBank or any Affiliate of the Bank) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate (as the same may be updated changed from time to time and delivered upon written notice to Bank)the Agent by the applicable Lender or Affiliate thereof. Each Patent which it owns Any such increase in the Bank Product Termination Value shall not constitute a portion of the Obligations secured by the Agent’s Liens or purports guaranteed pursuant to own and which is material to Borrower’s business is valid and enforceablethe Guaranties until the Agent shall have received written notice of such increase as set forth above, and no the Agent has acknowledged receipt of such notice in writing, which acknowledgement shall be promptly delivered by the Agent following receipt of such notice. (d) The provisions of this Section 7.23 shall continue to apply to any Hedge Agreement entered into by any Lender or its Affiliates, in the event the Lender ceases to be a Lender pursuant to Section 4.9, 11.1(c), or 11.2 hereof, and each Lender may continue to provide reports of increase of Bank Product Termination Values to the Agent until the Hedge Agreement is terminated or this Agreement is terminated pursuant to Section 10.1 or otherwise, but all other Bank Products of any Lender or its Affiliates shall cease to be a part of the Intellectual Property which Borrower owns or purports Obligations in the event any Lender ceases 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 LicenseLender hereunder.

Collateral. Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderhereunder (or, in the case of EMEA, PEIRL and PELTD, under the applicable Debenture and under the applicable Share Charge), free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution deposit accounts other than Bank or the deposit accounts with Bank’s Affiliates except for , the Collateral Accounts deposit accounts, if any described in the Perfection Certificate delivered to Bank in connection herewith and herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term of Section 6.8(b). The Accounts are bona fide, existing obligations of the Account Debtors. .” 7 The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2. None of the components of the Collateral Loan Agreement shall be maintained at locations other than amended by deleting the following text appearing as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, except for (i6.1(a) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for thereof: (a) non-exclusive licenses granted Maintain its and all its Subsidiaries’ legal existence and good standing in their respective jurisdictions of formation and maintain qualification in each jurisdiction in which the failure to its customers in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available so qualify would reasonably be expected to the public, and (d) have a material Intellectual Property licensed to Borrower and noted adverse effect 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 enforceableor operations. Borrower shall comply, and no part of have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, the Intellectual Property noncompliance with 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, taken as a whole.” and inserting in lieu thereof the following: “ (a) Maintain its and all its Subsidiaries’ legal existence and good standing (or equivalent status for each non-U.S. Borrower) in their respective jurisdictions of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on Borrower’s business or operations. Except Borrower shall comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, the noncompliance with which would reasonably be expected to have a material adverse effect on Borrower’s business, taken as noted on a whole.” 8 The Loan Agreement shall be amended by deleting the Perfection Certificate following Section 6.2(a)(i) and Section 6.2(a)(ii) thereof: (i) (A) within twenty (20) days after the end of each month (such Transaction Report current as of the same may 15th day of the immediately preceding month), and (B) upon each request for a Credit Extension, a Transaction Report; (ii) within twenty (20) days after the end of each month (such reports and agings current as of the 15th day of the immediately preceding month), (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), and Deferred Revenue report;” 9 The Loan Agreement shall be updated from time amended by deleting the following text appearing as Section 6.8(a) thereof: (a) Maintain its and its Subsidiaries’, if any, domestic depository, operating accounts and securities accounts with Bank and Bank’s affiliates with all excess domestic funds maintained at or invested through Bank or an affiliate of Bank, which accounts shall represent at least sixty percent (60%) of the dollar value of Borrower’s and such Subsidiaries accounts at all financial institutions worldwide. Any domestic Guarantor shall maintain all depository, operating and securities accounts with Bank or SVB Securities. Notwithstanding the foregoing, EMEA shall be permitted to time maintain its existing deposit accounts with (i) Standard Chartered Bank (the “Standard Accounts”), provided that the aggregate maximum balance of such Standard Accounts does not exceed Seven Hundred Fifty Thousand Dollars ($750,000) at any time, and delivered (ii) Commerzbank (the “Commerzbank Accounts”), provided that the aggregate maximum balance of such Commerzbank Accounts does not exceed One Million Dollars ($1,000,000) at any time.” and inserting in lieu thereof the following: “ (a) Maintain its and its Subsidiaries’, if any, domestic depository, operating accounts and securities accounts with Bank and Bank’s affiliates with all excess domestic funds maintained at or invested through Bank or an affiliate of Bank, which accounts shall represent at least sixty percent (60%) of the dollar value of Borrower’s and such Subsidiaries accounts at all financial institutions worldwide. Any domestic Guarantor shall maintain all depository, operating and securities accounts with Bank or SVB Securities. Notwithstanding the foregoing, (A) EMEA shall be permitted to maintain its existing deposit accounts with (i) Standard Chartered Bank (the “Standard Accounts”), provided that the aggregate maximum balance of such Standard Accounts does not exceed Ten Thousand Dollars ($10,000) at any time, and (ii) Commerzbank (the “Commerzbank Accounts”), provided that the aggregate maximum balance of such Commerzbank Accounts does not exceed One Million Dollars ($1,000,000) at any time; and (B) no later than seventy-five (75) days after the First Loan Modification Effective Date (or such later date as Bank shall determine, in its sole but reasonable discretion), all accounts of New Borrower maintained at financial institutions other that Bank or Bank’s Affiliates shall be (i) closed, with all proceeds in such transferred to a Collateral Account at Bank or Bank’s Affiliates; or (ii) subject to an account control agreement in favor of Bank, in form and substance acceptable to Bank), Borrower is not a party to, nor is it bound by, any Restricted Licensein its reasonable discretion.” 10 The Loan Agreement shall be amended by deleting the following text appearing as Section 6.9 thereof:

Collateral. Borrower has good title to, rights in, and the power to transfer (subject to customary restrictions on assignment of contracts set forth in such contracts, and restrictions on the transfer of assets set forth in agreements for the sale of such assets) each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term terms of Section 6.8(b). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (dc) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate (as or licensed after the same may be updated from time to time and delivered to Bank)Effective Date. Each Patent which it owns or purports to own and which is material to Borrower’s business is is, to Borrower’s knowledge, valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate (or as the same may be updated from time notified to time Bank when and delivered to Bankas required by Section 6.10(b), Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title toUpon execution and delivery thereof by the parties thereto, rights in, and the power Security Documents will be effective to transfer each item create (to the extent described therein) in favor of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except Agent for the Collateral Accounts described in benefit of the Perfection Certificate delivered to Bank in connection herewith applicable Secured Parties, a valid and which Borrower has taken such actions as are necessary to give Bank a perfected enforceable security interest in or liens on the Collateral described therein, pursuant to the term of Section 6.8(b). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in the Perfection Certificate a proceeding in equity or as permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects law) and an implied covenant of good faith and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reservesfair dealing. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for When (a) non-exclusive licenses granted to its customers all Filings (as defined in the ordinary course of businessSecurity Documents) have been completed, (b) licenses permitted under clause all applicable Instruments, Chattel Paper and Documents (heach as described therein) constituting Collateral a security interest in which is perfected by possession have been delivered to, and/or are in the continued possession of, the Collateral Agent, the Cash Flow Collateral Agent or the other applicable Collateral Representative, as applicable (or their respective agents appointed for purposes of perfection), in accordance with the definition of Permitted LienIntercreditor Agreement, (c) over-the-counter software that all Deposit Accounts and Pledged Stock (each as defined in the Guarantee and Collateral Agreement) a security interest in which is commercially available required to be or is perfected by “control” (as described in the publicUniform Commercial Code as in effect in each applicable jurisdiction (in the case of Deposit Accounts) and the State of New York (in the case of Pledged Stock) from time to time) are under the “control” of the Collateral Agent, the Cash Flow Collateral Agent or the applicable Collateral Representative, as applicable (or their respective agents appointed for purposes of perfection), in accordance with the Intercreditor Agreement, and (d) material Intellectual Property licensed the Mortgages (if any) have been duly recorded in the proper recorders’ offices or appropriate public records and the mortgage recording fees and taxes in respect thereof, if any, are paid and compliance is otherwise had with the formal requirements of state or local law applicable to Borrower the recording of real property mortgages generally, the security interests and noted on liens granted pursuant to the Perfection Certificate Security Documents shall constitute (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 described therein and with respect to the Mortgages, only as relates to the real property security interests and liens granted pursuant thereto) a perfected security interest in (to the extent intended to be expected created thereby and required to have a material adverse effect on Borrower’s business. Except as noted on be perfected under the Perfection Certificate Loan Documents), all right, title and interest of each pledgor or mortgagor (as applicable) party thereto in the same may be updated from time Collateral described therein (excluding Commercial Tort Claims, as defined in the U.S. Security Agreement, other than such Commercial Tort Claims set forth on Schedule 6 thereto (if any)) with respect to time such pledgor or mortgagor (as applicable). Notwithstanding any other provision of this Agreement, capitalized terms that are used in this Section 7.13 and delivered to Bank), Borrower is not a party to, nor is it bound by, any Restricted Licensedefined in this Agreement are so used as defined in the applicable Security Document.

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 and a first priority fixed and floating charges as set forth in the ISR Debentures (subject to Permitted Liens that are permitted to have priority over Bank’s Liens hereunder). Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderhereunder and under the ISR Debentures, free and clear of any and all Liens except Permitted Liens. . (b) Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, and, as provided in the ISR Debentures, fixed and floating charges thereon, pursuant to the term terms of Section 6.8(b5.9(c). The Accounts are bona fide, existing obligations of the Account Debtors. . (c) The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.26.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. 6.2. (d) All Inventory is in all material respects of good and marketable quality, free from material defects, except for . (ie) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for saleBorrower owns, or (iii) possesses the right to use to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the necessary in its business, all Intellectual Property which it owns or purports to own except for (a) non-exclusive Property, licenses granted to its customers and other intangible assets that are used in the ordinary course conduct of businessits business as now operated, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (d) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate (as the same may be updated from time to time and delivered to Bank). Each Patent 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 that such claim failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business. business or operations, and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset of any other Person to the extent that such conflict could reasonably be expected to have a material adverse effect on Borrower’s business or operations. (f) Except as noted on the Perfection Certificate (as the same may be updated from time or for which notice has been given to time Bank pursuant to and delivered to Bankin accordance with Section 5.1 l(c), Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution deposit accounts other than Bank or Bank’s Affiliates except for the Collateral Accounts deposit accounts, if any, described in the Perfection Certificate delivered to Bank Lender in connection herewith and herewith, or of which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to subsequently given the term of Section 6.8(b). The Accounts are bona fide, existing obligations of the Account DebtorsLender notice. 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 it may be updated from time to time pursuant to the provisions of Section 7.25.1). None of the components of the Collateral (other than equipment with an aggregate value not exceeding One Hundred and Fifty Thousand Dollars ($150,000) in the aggregate in the possession of Borrower’s employees or agents) shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, except . Lender hereby acknowledges that the Inventory includes pharmaceutical products not yet approved for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for commercial sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-licenses (which may be exclusive licenses as to specified fields of use, geographic areas and/or time periods) granted to its customers licensees in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (dc) material Intellectual Property licensed to Borrower and noted on in the Perfection Certificate (as ordinary course of business, to the same may be updated from time extent material to time and delivered to Bank)the conduct of Borrower’s business. 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)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, rights in, and to the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderCollateral, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution deposit account other than the deposit accounts with Bank or Bank’s Affiliates except for the Collateral Accounts and deposit accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give 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 Debtorsherewith. The Collateral is not in the possession of any third party bailee (such as a warehouse) except ). Except as otherwise provided hereafter disclosed to Bank in the Perfection Certificate or as permitted pursuant to Section 7.2. None writing by Borrower, none of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate Certificate. In the event that Borrower, after the date hereof, intends to store or as permitted pursuant otherwise deliver any portion of the Collateral to Section 7.2a bailee, then Borrower will first receive the written consent of Bank and such bailee must acknowledge in writing that the bailee is holding such Collateral for the benefit of Bank. All Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the its Intellectual Property which it owns or purports to own Property, except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (d) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate (as the same may be updated from time to time and delivered to Bank). Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, enforceable and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To , and to the best of Borrower’s 's knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would could not reasonably be expected to have cause a material adverse effect on Borrower’s businessMaterial Adverse Change. Except as noted on the Perfection Certificate (as the same may be updated from time to time and delivered to Bank)Certificate, Borrower is not a party to, nor is it bound by, any Restricted Licensematerial license or other agreement with respect to which Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower hall provide written notice to Bank within thirty days of entering or becoming bound by any such license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement (such consent or authorization may include a licensor's agreement to a contingent assignment of the license to Bank if Bank determines that is necessary in its good faith judgment), whether now existing or entered into in the future.

Collateral. As security for all indebtedness of Borrower has good title toto Bank subject hereto, Borrower hereby grants to Bank security interests of first priority (subject to Permitted Encumbrances, as defined in Section 5.8 below) in all Borrower’s accounts receivable and other rights into payment, general intangibles, inventory, equipment and the power to transfer each item proceeds of the Collateral upon which it purports to xxxxx x Xxxx hereunderforegoing, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for (collectively, the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein“Collateral”) provided, pursuant to the term of Section 6.8(b). The Accounts are bona fidehowever, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2. None of the components of that the Collateral shall be maintained at locations other than as provided deemed to exclude any copyrights, copyright applications, copyright registration and like protection in each work of authorship and derivative work thereof, whether published or unpublished, now owned or hereafter acquired; any patents, patent applications and like protections including without limitation improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same, trademarks, servicemarks and applications therefore, whether registered or not, and the goodwill of the business of Borrower connected with and symbolized by such trademarks, any trade secret rights, including any rights to unpatented inventions, know-how, operating manuals, license rights and agreements and confidential information, now owned or hereafter acquired; or any claims for damage by way of any past, present and future infringement of any of the foregoing (collectively, the “Intellectual Property”), except that the Collateral shall include the proceeds of all the Intellectual Property that are accounts, (i.e. accounts receivable) of Borrower, or general intangibles consisting of rights to payment, if a judicial authority (including a U.S. Bankruptcy Court) holds that a security interest in the Perfection Certificate or underlying Intellectual Property is necessary to have a security interest in such accounts and general intangibles of Borrower that are proceeds of the Intellectual Property, then the Collateral shall automatically, and effective as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable qualitythe date of this Agreement, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in include the process of being refurbished for sale, or (iii) Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such accounts and general intangibles of Borrower maintains adequate reserves. Borrower is the sole owner that are proceeds of the Intellectual Property which it owns or purports Property. Bank intends to own except for (a) non-exclusive licenses granted to its customers in perform a collateral exam, at Bank’s expense, within 90 days after the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (d) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate (as the same may be updated from time to time and delivered to Bank). Each Patent 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 date of Borrower’s knowledgeexecution of this Agreement, no claim has been made that any part and Borrower hereby agrees to provide Bank with access to such facilities, books and records as Bank may require in order to perform such collateral exam. This provision is not intended to limit the scope of Section 4.2 below. All of the Intellectual Property violates the rights of any third party except foregoing security interests shall be evidenced by and subject to the extent terms of such claim would not security agreements, financing statements and other documents as Bank shall 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 require, all in form and delivered substance satisfactory to Bank), Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, has rights in, and has the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution deposit accounts other than Bank or Bank’s Affiliates except for the Collateral Accounts deposit accounts with SVB, the deposit accounts, if any described in the Perfection Certificate delivered to Bank Agent in connection herewith and herewith, or of which Borrower has given Agent notice and taken such actions as are necessary Agent has requested to give Bank Agent, for the ratable benefit of the Secured Parties, a perfected security interest therein, pursuant to the term of Section 6.8(b). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2Certificate. 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 Agent and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Agent in its sole discretion. All Inventory included in Borrower’s Books and intended for sale to its customers is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (dc) 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)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 (as the same may be updated from time to time and delivered to Bank)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower (a) Debtor has good title to, has rights in, and the power to transfer grant a security interest in each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderCollateral, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Debtor’s Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term those of Section 6.8(b). The Accounts its Subsidiaries are bona fide, existing obligations of the Account Debtors. . (b) The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in Schedule 3.2(b), which may be amended to add or remove bailees. (c) To the Perfection Certificate or as permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All extent that Inventory exists, all Debtor’s and its Subsidiaries’ Inventory is in all material respects of good and marketable quality, free from material defects, defect (other than defects that do not prevent satisfaction of the standard requirements for delivery and acceptance of such Inventory and except for obsolete, damaged, defective or slow-moving items that have been written off or written down to fair market value or for which adequate reserves have been established). (id) Inventory covered by manufacturer warranties, Schedule 3.2 (iid) Inventory in the process lists all Intellectual Property of being refurbished for sale, or Debtor and its Subsidiaries (iii) other than over-the-counter software and other non-customized mass market licenses that are commercially available to the extent Borrower maintains adequate reservespublic), and may be updated to add or remove Intellectual Property. Borrower Debtor is the sole owner of the Intellectual Property which it owns or purports to own except for (ai) non-exclusive licenses granted to its customers in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (cii) over-the-counter software and other non-customized mass market licenses that is are commercially available to the public, and (diii) material Intellectual Property licensed to Borrower Debtor or its Subsidiaries and noted on Schedule 3.2(d)(iii) (such Schedule 3.2(d)(iii) to be provided to Flex within fifteen (15) days after the Perfection Certificate (as the same may be updated from time to time and delivered to Bankdate of this Agreement). 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 specifically noted on in such Schedule 3.2, Debtor and each of its Subsidiaries has the Perfection Certificate full right and authority to grant a security interest in and to its Intellectual Property. (e) Except as noted in Schedule 3.2(e) (such Schedule to be provided to Flex within fifteen (15) days after the same may be updated from time to time and delivered to Bankdate of this Agreement), Borrower is not neither Debtor nor any of its Subsidiaries are a party to, nor is it or bound by, any Restricted License. Such Schedule 3.2(e) may be updated to add or remove Restricted Licenses. (f) Except as noted in Schedule 3.2(f) (such Schedule to be provided to Flex within fifteen (15) days after the date of this Agreement), Debtor’s ownership interests in its Subsidiaries are uncertificated, and shall not be certificated. Such Schedule 3.2(f) may be updated as appropriate.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution deposit accounts other than Bank or the deposit accounts with Bank’s Affiliates except for , the Collateral Accounts deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith and herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest thereintherein (and upon delivery of such notice and taking such action, pursuant the Perfection Certificate will be deemed to be updated with the term of Section 6.8(binformation contained in such notice). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted and updated pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.27.2 (other than immaterial amounts of Collateral used by employees of Borrower at off-site locations). All Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, (c) Intellectual Property licensed by vendors to Borrower with respect to the display of products on Borrower’s website; 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)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 on the Perfection Certificate, no claim has been made that any part of the Intellectual Property that Borrower owns or purports to own 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)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank SVB or BankSVB’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank Agent and each Lender in connection herewith and with respect to which Borrower has taken such actions as are necessary to give Bank Agent, for the ratable benefit of the Lenders, a perfected security interest therein, pursuant to the term terms of Section 6.8(b6.5(b). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2Certificate. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (dc) 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)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 (as the same may be updated from time to time and delivered to Bank)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx gxxxx x Xxxx hereunderunder this Agreement and under the Bermuda Collateral Documents, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term terms of Section 6.8(b6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of businessnot prohibited hereunder, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (dc) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate (or as the same may be updated from time to time and delivered to Bank)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 (as the same may be or updated from time to time and delivered to Bankper Section 6.7(c), Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. As security for all indebtedness of Borrower has good title toto Bank subject hereto, rights inBorrower shall grant, and shall cause Subsidiary to grant to Bank security interests of first priority (subject to Permitted Encumbrances, as defined in Section 5.8 below) in all Collateral (as defined in the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderSecurity Agreement and Third Party Security Agreement attached hereto as Exhibits B and C, free and clear of any and all Liens except Permitted Lienseach, a “Security Agreement”). Borrower has no Collateral Accounts at or with any bank or financial institution other than shall reimburse Bank or Bank’s Affiliates except immediately upon demand for the Collateral Accounts described in the Perfection Certificate delivered to all reasonable costs and expenses incurred by Bank in connection herewith with any of the foregoing security, including without limitation, filing and which recording fees and costs of appraisals, audits and title insurance, including the pre-loan feasibility audit, the initial collateral audit and annual collateral audits. Unless an Event of Default exists, Borrower has taken such actions as are necessary and Subsidiary shall not be obligated to give Bank a perfected perfect the Bank’s security interest therein, pursuant to under the Security Agreement by any means other than the filing and continuation in the states in the United States in which they are formed of a UCC-1 financing statement covering the Collateral (as the term of Section 6.8(b). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not defined in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defectsSecurity Agreements), except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for that: (a) non-exclusive licenses granted with respect to its customers in chattel paper or instruments, if the ordinary course of businessamount owing to Borrower or Subsidiary thereunder exceeds $100,000.00, Borrower or Subsidiary shall surrender possession thereof to the Bank; and (b) licenses with respect to raw materials and inventory of finished goods that are in transit to the United States, Borrower or Subsidiary shall either put Bank in possession of the documents of title to such in-transit inventory, or there shall be a duly filed UCC-1 financing statement of record with respect to the Borrower or Subsidiary, as relevant, covering the documents of title to such in-transit inventory. Upon the occurrence and during the continuance of an Event of Default, Borrower and Subsidiary shall immediately execute, obtain from third parties, deliver, file and record such documentation as Bank reasonably requires in order to perfect the Bank’s security interest in all Collateral. Upon Borrower’s or Subsidiary’s request made in connection with sales or transfers of equipment, fixtures or improvements permitted under clause (hSection 6(c) of the definition Security Agreements, Bank shall release its security interest therein of Permitted Lien, (c) over-the-counter software that is commercially available to the public, fact 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 Licenserecord.

Collateral. Borrower has good title to, has rights in, and the power to transfer transfer, each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderhereunder and pursuant to the ISR Debentures and other Loan Documents, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution deposit accounts other than Bank or the deposit accounts with Bank’s Affiliates except for , the Collateral Accounts deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith and herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest thereintherein and, pursuant to as provided in the term of Section 6.8(b)ISR Debentures, fixed and floating charges thereon. The Accounts are bona fide, existing obligations of the Account Debtors. All Inventory, if applicable, is in all material respects of good and marketable quality, free from material defects. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.27.2 of this Agreement. None of the components of the Collateral shall be are currently being maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects 7.2 of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reservesthis Agreement. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-non- exclusive licenses granted to its customers in the ordinary course of business, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (dc) 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)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 (as the same may be updated from time to time and delivered to Bank)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.. BEAMR – Loan and Security Agreement 7

Collateral. Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term terms of Section 6.8(b6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2hereunder. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects, except for (i) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower maintains adequate reserves. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of businesspermitted hereunder, (b) licenses permitted under clause (h) of the definition of Permitted Lien, (c) over-the-counter software that is commercially available to the public, and (dc) 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)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 (as the same may be updated from time to time and delivered to Bank)Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.