Common use of Collateral Clause in Contracts

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

Collateral. (a) Borrower Except for the security interest granted to the Investors under this Agreement and each Permitted Liens, the Company is the sole legal and equitable owner of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon in which it purports to xxxxx x Xxxx under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent grant a perfected security interest thereinhereunder. The Accounts are bona fide, existing obligations of the Account Debtors.I (b) On the Effective DateNo effective security agreement, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of financing statement, equivalent security or lien instrument or continuation statement covering all or any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components part of the Collateral exists, except such as may have been filed by the Company in excess of One Hundred Thousand Dollars ($100,000.00). None favor of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted Investors pursuant to Section 6.11this Agreement and except for Permitted Liens. (c) All Inventory is This Agreement creates a legal and valid security interest on and in all material respects of good and marketable quality, free from material defectsthe Collateral in which the Company now has rights. (d) Borrower The Company has paid or will pay when due all taxes, fees, assessments and each other charges now or hereafter imposed upon the Collateral except for any tax, fee, assessment or other charge the validity of which is being contested in good faith by appropriate proceedings and so long as the Company has set aside on its Subsidiaries is books adequate reserves With respect thereto. (e) Schedule 4.7(e) hereto lists, as to the sole owner Company, (i) the Company's chief executive office and other place(s) of business, (ii) the Company's legal organizational structure and its jurisdiction of incorporation, (iii) the address where records relating to the Collateral are maintained, (iv) any other location of the Intellectual Property each respectively purports to ownCollateral, free (v) location of leased facilities and clear name of lessor/sublessor, (vi) any fictitious names used by the Company, and (vii) all Liens accounts of the Company together with the name of the bank where they are located, the account number and a contact person. (f) None of the Collateral is held by a third party in any location as assignee, trustee, bailee, consignee, or in any similar capacity. C attached hereto. (g) All items constituting the Collateral are set forth on Exhibit C attached hereto. (h) The Company will maintain the tangible Collateral in good condition and repair and preserve it against loss, damage or depreciation in value other than Permitted Liens. Except as noted by reasonable wear and tear. (i) The Company will maintain and preserve all patents, patent applications, trademarks, trademark applications, license agreements, agency agreements and other similar intangible Collateral in good standing and in full force and effect; and make any payments due by the Company thereunder or perform any obligations on the Perfection Certificatespart of the Company to be performed thereunder, neither Borrower nor and otherwise not permit any defaults on the part of the Company to occur thereunder. The Company will use reasonable commercial efforts to keep the Collateral Agent advised of the status of any of its Subsidiaries is a pending patent applications. The Company will give prompt written notice to the Collateral Agent of any default or alleged default by any party to, nor is bound by, any material license or other material agreement with respect to any of the foregoing and, if the Company shall be the defaulting party, afford the Collateral Agent, on behalf of the Investors, the opportunity to cure such default (without in any way waiving any claims the Investors may have against the Company for permitting such a default to occur in violation of this Agreement). Upon the Company becoming aware of any alleged violations or infringements of any patent, patent application, trademark or similar rights of the Company, the Company shall give prompt written notice to the Collateral Agent and at the demand of the Collateral Agent, shall, at the Company's cost and expense, take whatever action is appropriate to protect the interest of the Company in such patent, patent application, tradename or similar right and to prevent the continued violation of the Company's rights therein. (j) The Company will comply with all laws, ordinances and governmental regulations with which Borrower or it must comply with respect to its ownership of the Collateral. (k) The Company shall permit the Collateral Agent from time to time while this Agreement is in effect, upon one day's prior notice and during normal business hours, to inspect the Collateral. (l) The Company will immediately notify the Purchaser upon receipt of any information which may affect in any way the value of the Collateral. (m) Within thirty (30) days of the date of this Agreement, the Company will obtain and thereafter keep insured by financially sound and reputable insurance companies all the tangible Collateral against such Subsidiary casualties and contingencies and of such types and in such amounts as is customary in the licensee that case of similar businesses and will, upon the request 1of the Collateral Agent furnish a certificate of a reputable insurance broker setting forth the nature and extent of all insurance maintained by the Company in accordance with this Section. I II such policies shall name the Collateral Agent as an additional insured and provide for the payment of losses to the Collateral Agent and for thirty (30) days prior written notice to the Collateral Agent of any cancellation. (n) Except in connection with a merger transaction between the Company and a public shell entity, the Company shall not: (i) prohibits sell, assign (by operation of law or otherwise) or otherwise restricts Borrower dispose of any of the Collateral, except in the ordinary and usual course of business or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, as otherwise permitted by this Agreement; or (ii) for which a default under create or termination of could interfere with Collateral Agent’s or suffer to exist any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license lien or other material agreement charge or encumbrance upon or with respect to any of the Collateral to secure indebtedness owing to any person or entity, except for the security interest created by this Agreement. (o) The Company will defend any proceeding which Borrower may affect title to or the Investor's security interest in the Collateral, and will indemnify and hold harmless the Investor for all costs and expenses incurred by it, including reasonable attorney's fees, in connection with any Subsidiary is such proceeding. The Company agrees to indemnify the licensee Investor from and against any and all claims, losses and liabilities, costs and expenses (other than over-the-counter software that is commercially available to including, without limitation, reasonable attorney's fees), arising out of or resulting from the publicCompany's breach of this Agreement (including, without limitation, enforcement of this Agreement upon such breach), except claims, losses or liabilities resulting from the Investor's gross negligence or willful misconduct.

Collateral. (a) Borrower and each of its Subsidiaries have has good title to, have has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries does not have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse)) except as disclosed in the Perfection Certificate or as permitted pursuant to Section 7.2, and (ii) and, as of the Effective Date, no such third party bailee possesses components of the Collateral in excess of One Hundred Fifty Thousand Dollars ($100,000.0050,000). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates Certificate on the Effective Date or as permitted pursuant to Section 6.117.2. 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 Fifty Thousand Dollars ($50,000), then Borrower will first receive the written consent of Collateral Agent and such bailee must execute and deliver a bailee agreement in form and substance reasonably satisfactory to Collateral Agent. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively it purports to own, free except for (i) non-exclusive licenses granted to its customers in the ordinary course of business and clear licenses for the use of all Liens the Intellectual Property of Borrower or its Subsidiaries that are approved by Borrower’s Board of Directors and which could not result in a legal transfer of title of the licensed property but that may be exclusive in respects other than Permitted Liensterritory and that may be exclusive as to territory only as to discrete geographical areas outside of the United States, (ii) over-the-counter software that is commercially available to the public, and (iii) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. To the best of Borrower’s knowledge (i) each of Borrower’s patents is valid and enforceable and no part of Borrower’s Intellectual Property has been judged invalid or unenforceable, in whole or in part, and (ii) no claim has been made that any part of the Intellectual Property or any practice by Borrower violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection CertificatesCertificate, neither Borrower nor any of its Subsidiaries is not a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of which could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall take such commercially reasonable steps as Collateral Agent requests to obtain the consent of, or waiver by, any Person whose consent or waiver is necessary for (i) all 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 (ii) 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. Without limiting the foregoing, Borrower shall, within one hundred eighty (180) days of the Effective Date, take such commercially reasonable steps to obtain the consent of, or waiver by, the licensors under the licenses identified on Annex I (attached to Exhibit A hereto) for such licenses to be deemed “Collateral” and for Collateral Agent to have a security interest therein. For greater certainty, failure of Borrower to obtain the consent or waiver described in the immediately preceding sentences, after taking such commercially reasonable steps, shall not constitute an Event of Default.

Collateral. (a) Borrower Issuer and each of its Subsidiaries Guarantor 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 under the Loan Note Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower Issuer nor any of its Subsidiaries have Guarantor has any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent and the Purchasers in connection herewith with in respect of which Borrower Issuer or such Subsidiary Guarantor has given Collateral Agent and the Purchasers notice and taken such actions as are necessary to give Collateral Agent a perfected security interest thereintherein as required under this Agreement. The Accounts are bona fide, existing obligations of the Account Debtors. (b) The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral, subject only to involuntary Permitted Liens that, under applicable law, have priority over Collateral Agent’s Lien. (c) On the Effective Closing Date, and except as disclosed on the Perfection Certificate (i) the Collateral is was not in the possession of any third party bailee (such as a warehouse)bailee, and (ii) no such third party bailee possesses possessed components of the Collateral in excess of One Hundred Thousand Million Dollars ($100,000.001,000,000). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (cd) All Inventory and Equipment is in all material respects of good and marketable quality, free from material defects. (de) Borrower Issuer and each of its Subsidiaries Guarantor is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted LiensLiens and non-exclusive licenses for off-the-shelf software that is commercially available to the public. Except as noted on the Perfection CertificatesCertificate (which, upon the consummation of a transaction not prohibited by this Agreement, may be updated to reflect such transaction), neither Borrower Issuer nor any of its Subsidiaries Guarantor is a party to, nor is bound by, any material license or other Material Agreement. (f) Each employee and contractor of Issuer and its Subsidiaries involved in development or creation of any material agreement with respect Intellectual Property has assigned any and all inventions and ideas of such Person in and to such Intellectual Property to Issuer or such Subsidiary, except where failure to do so could not reasonably be expected to have a Material Adverse Change, in each case individually or in the aggregate. (g) No settlement or consents, covenants not to sue, nonassertion assurances, or releases have been entered into by Issuer or any Guarantor or exist to which Borrower Issuer or such Subsidiary Guarantor is bound that adversely affect its rights to own or use any Intellectual Property except as could not be reasonably expected to result in a Material Adverse Change, in each case individually or in the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public)aggregate.

Collateral. (a) Borrower and each of its Subsidiaries have has good title to, have has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor any of its Subsidiaries does not have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent in connection herewith with respect herewith, or of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest thereintherein as required pursuant to the terms of this Agreement. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the 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 and, and (ii) as of the Effective Date, no such third party bailee possesses components of the Collateral in excess of One Hundred Thousand Dollars ($100,000.00100,000). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates Certificate on the Effective Date or as permitted pursuant to Section 6.11. (c) . All Inventory is in all material respects of good and marketable quality, free from material defects. (d) , except Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively it purports to own, free except for non-exclusive licenses granted to its customers in the ordinary course of business and clear of all Liens other than Permitted Liensover-the-counter software that is commercially available for the public. Except as noted on the Perfection CertificatesCertificate, neither as of the Effective Date, Borrower nor any of its Subsidiaries is not a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the a licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material such license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Collateral Agent reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (x) Borrower’s interest in all such licenses or agreements to be deemed “Collateral” and for Collateral Agent and each Lender to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or, whether now existing or entered into in the future, and (y) Collateral Agent shall have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Collateral Agent’s rights and remedies under this Agreement and the other Loan Documents.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item The Trustee shall hold such of the Collateral upon as consists of instruments, deposit accounts, negotiable documents, money, goods, letters of credit and advices of credit in the State of New York. The Trustee shall hold such of the Collateral as constitutes investment property through a securities intermediary, which it purports securities intermediary shall agree with the Trustee (which agreement shall be governed by the laws of the State of New York) that (a) such investment property shall at all times be credited to xxxxx x Xxxx under a securities account of the Loan DocumentsTrustee, free and clear (b) such securities intermediary shall treat the Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, (c) all property credited to such securities account shall be treated as a financial asset, (d) such securities intermediary shall comply with entitlement orders originated by the Trustee without the further consent of any and all Liens except Permitted Liensother Person, and neither Borrower nor (e) such securities intermediary will not agree with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts Person other than the Collateral Accounts or Trustee to comply with entitlement orders originated by such other Person and (f) such securities account and the other investment accountsproperty credited thereto shall not be subject to any lien, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest thereinor right of set-off in favor of such securities intermediary or anyone claiming through it (other than the Trustee). The Accounts are bona fideExcept as permitted by this Section 6.11 or as otherwise permitted by any Transaction Document, existing obligations the Trustee shall not hold any part of the Account DebtorsCollateral through an agent or a nominee. (b) On The Trustee shall not be responsible for the Effective Dateexistence, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession genuineness or value of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of One Hundred Thousand Dollars ($100,000.00). None or for the validity, perfection, priority or enforceability of the components liens in any of the Collateral, for the validity or sufficiency of the Collateral, for the validity of the title of the Issuer or the Equityholder to the Collateral, for insuring the Collateral shall be maintained at locations other than as disclosed or for the payment of Taxes, charges, assessments or liens upon the Collateral. Notwithstanding anything to the contrary in the Perfection Certificates on Transaction Documents, the Effective Date Trustee shall have no responsibility for recording, filing, re-recording or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable qualityre-filing any financing statement, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to owncontinuation statement, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificatesdocument, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license instrument or other material agreement with respect notice in any public office at any time or times or to which Borrower otherwise take any action to perfect or such Subsidiary is maintain the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a perfection of any security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default granted to it under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public)Transaction Documents.

Collateral. (a) Borrower and each of its Subsidiaries have has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect of and which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent Bank a perfected security interest therein, pursuant to the term of Section 6.8(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of One Hundred Thousand Dollars ($100,000.00)Perfection Certificate or as permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. , except for (di) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower and each of its Subsidiaries maintains adequate reserves. Borrower is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, free and clear (b) licenses permitted under clause (h) of all Liens other than the definition of Permitted Liens. Except as noted on the Perfection CertificatesLien, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ic) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public, 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. (ai) Borrower and each of its Subsidiaries have has good title to, have has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, . The security interests and neither Liens granted to Lender under this Agreement and the other Loan Documents to which Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts is a party constitute valid and perfected first priority liens and security interests in and upon the Collateral to which Borrower now has or other investment accounts hereafter acquires rights other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest thereinPermitted Liens. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of One Hundred Thousand Dollars ($100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (diii) Borrower and each is the owner of its Subsidiaries intellectual property, except for non-exclusive licenses granted to its customers in the ordinary course of business. Each patent is the sole owner valid and enforceable and no part of the Intellectual Property each respectively purports intellectual property of the Borrower has been judged invalid or unenforceable, in whole or in part, and to ownthe best of Borrower’s knowledge, free and clear no claim has been made that any part of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither intellectual property violates the rights of any third party. (iv) Borrower nor any of its Subsidiaries is not a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee (A) that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (iiB) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material such license or other agreement which is reasonably likely to have a material agreement with respect to which Borrower impact on Borrower’s business or any Subsidiary is the licensee financial condition (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Lender requests to obtain the consent of, or waiver by, any Person whose consent or waiver is necessary for (Y) all such licenses or agreements to be deemed “Collateral” and for Lender to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (Z) Lender to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Lender’s rights and remedies under this Agreement and the other Loan Documents.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses bailees do not possess components of the Collateral in excess of One Two Hundred Fifty Thousand Dollars ($100,000.00)250,000.00) in the aggregate for all locations. None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could reasonably be expected to interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten twenty (1020) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public).

Collateral. (a) Borrower and each of its Subsidiaries have has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect of or as to which Borrower or such Subsidiary has given Collateral Agent the Bank notice and has taken such actions as are necessary to give Collateral Agent Bank a perfected security interest therein, pursuant to the terms of Section 6.8(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of One Hundred Thousand Dollars ($100,000.00)Perfection Certificate or as permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. (d) . Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate (as the same may be updated from time to time pursuant to Section 6.10(b)). To the best of Borrower’ 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 pursuant to Section 6.10(b)), Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower and each of its Subsidiaries have has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect of and which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent Bank a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of One Hundred Thousand Dollars ($100,000.00)Perfection Certificate or as permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. , except for (di) Inventory covered by manufacturer warranties, (ii) Inventory in the process of being refurbished for sale, or (iii) to the extent Borrower and each of its Subsidiaries maintains adequate reserves. Borrower is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, free and clear (b) licenses permitted under clause (h) of all Liens other than the definition of Permitted Liens. Except as noted on the Perfection CertificatesLien, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ic) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public, and (d) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate (as the same may be updated from time to time and delivered to Bank). Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate (as the same may be updated from time to time and delivered to Bank), Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower and each of its Subsidiaries have has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder and under the Loan DocumentsISR Debentures, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect of and which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent Bank a perfected security interest thereintherein and, as provided in the ISR Debentures, fixed and floating charges thereon, pursuant to the terms of Section 6.8(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of One Hundred Thousand Dollars ($100,000.00)Perfection Certificate. None of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. (d) . Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public), and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Co-Borrower and each of its Subsidiaries have has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Co-Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect of and which Co-Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent Bank a perfected security interest therein, pursuant to the terms of Section 6.8(b). The Accounts are bona fide, existing obligations of the Account Debtors. . The Collateral (bother than Offsite Collateral) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of One Hundred Thousand Dollars ($100,000.00)Perfection Certificate or as permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. (d) . Co-Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (a) licenses permitted hereunder, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public), (c) material Intellectual Property licensed to Co-Borrower and noted on the Perfection Certificate, and (d) open source software. Each Patent which it owns or purports to own and which is material to Co-Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Co-Borrower owns or purports to own and which is material to Co-Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Co-Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Co-Borrower’s business. Except as noted on the Perfection Certificate or as otherwise disclosed in writing to Bank, Co-Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower and each of its Subsidiaries have Guarantor has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have Guarantor has any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with in respect of which Borrower or such Subsidiary Guarantor has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest thereintherein as required under this Agreement. The To the Knowledge of the Responsible Officers, 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 involuntary Permitted Liens that, under applicable law, have priority over Collateral Agent’s Lien. (c) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse)bailee, and (ii) no such third party bailee possesses components of the Collateral in excess of One Two Hundred Fifty Thousand Dollars ($100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11250,000) individually and One Million Dollars ($1,000,000) for all such locations. (cd) All Inventory and Equipment is in all material respects of good and marketable quality, free from material defects. (de) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection CertificatesCertificate (which, upon the consummation of a transaction not prohibited by this Agreement, may be updated to reflect such transaction), neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public)Material Agreement.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of One Hundred Thousand Dollars ($100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects, except for Inventory for which adequate reserves (such reserves not to exceed five percent (5.00%) of the book value of all such Inventory) have been established and maintained. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public).

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of One Hundred Thousand Dollars ($100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.116.10. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole (or, as noted on the Perfection Certificate as of the Effective Date, joint) owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public).

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of One Hundred Fifty Thousand Dollars ($100,000.0050,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. (i) Each of Borrower’s and its Subsidiaries’ Patents is valid and enforceable and no part of Borrower’s or its Subsidiaries’ Intellectual Property has been judged invalid or unenforceable, in whole or in part, and (ii) to the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property or any practice by Borrower or its Subsidiaries violates the rights of any third party except to the extent such claim could not reasonably be expected to result in a Material Adverse Change. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other material property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material such license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall, and shall cause its Subsidiaries to, take such commercially reasonable steps as Collateral Agent and any Lender requests to obtain the consent of, or waiver by, any Person whose consent or waiver is necessary for (i) all such licenses or agreements with respect to which Borrower or any Subsidiary is the licensee to be deemed “Collateral” and for Collateral Agent and each Lender to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (ii) Collateral Agent and each Lender shall have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Collateral Agent’s and such Lender’s rights and remedies under this Agreement and the other Loan Documents.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of One Two Hundred Fifty Thousand Dollars ($100,000.00250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, except for (a) licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) Intellectual Property licensed to Borrower and noted on the Perfection Certificate, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public).

Collateral. (a) Borrower and each of its Subsidiaries have has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect of and which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent Bank a perfected security interest therein, pursuant to the term of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse), ) except as otherwise provided in the Perfection Certificate and (ii) no such third party bailee possesses components of the except for Collateral in excess of valued at less than One Hundred Fifty Thousand Dollars ($100,000.00)150,000) at any time. None of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. 7.2 or Collateral which by its very nature is intended to be maintained at locations other than the Borrower’s places of business. Borrower is the sole owner of the Intellectual Property that it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent that it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s business. All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection CertificatesCertificate, neither Borrower nor any of its Subsidiaries is not a party to, nor is it bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public)Restricted License.

Collateral. (a) Borrower and each of its Subsidiaries have has good title to, have has rights in, and has the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor any of its Subsidiaries have any has no Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or permitted by the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith terms of Section 6.6 hereof with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken taken, subject to the terms of Section 6.12, such actions as are necessary to give Collateral Agent for the ratable benefit of all Lenders a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse)) except as disclosed in the Perfection Certificate, and (ii) and, as of the Effective Date, no such third party bailee possesses components of the Collateral in excess of One Hundred Twenty-Five Thousand Dollars ($100,000.0025,000). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates Certificate on the Effective Date or as permitted pursuant to Section 6.117.2. 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) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection CertificatesCertificate, neither as of the Effective Date Borrower nor any of its Subsidiaries is not a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the a licensee that (ia) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (iib) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material such license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall take such 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 (y) Agent to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Agent’s rights and remedies under this Agreement and the other Loan Documents.

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

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

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest thereintherein unless otherwise provided pursuant to Section 6.6. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of One Hundred Thousand Dollars ($100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public).

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest thereintherein to the extent required under Section 6.6. The To Borrower’s or such Subsidiary’s knowledge, the Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of One Hundred Thousand Dollars ($100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection CertificatesCertificates or as disclosed to Collateral Agent after the Effective Date pursuant to the following sentence, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts in a manner enforceable under applicable law Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall, and shall cause its Subsidiaries to, take such commercially reasonable steps as Collateral Agent and any Lender requests to obtain the consent of, or waiver by, any Person whose consent or waiver is necessary for (i) all licenses or agreements with respect to which Borrower or any Subsidiary is the licensee to be deemed “Collateral” and for Collateral Agent and each Lender to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (ii) Collateral Agent and each Lender shall have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Collateral Agent’s and such Lender’s rights and remedies under this Agreement and the other Loan Documents.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest thereintherein to the extent required under Section 6.6. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of One Two Hundred Fifty Thousand Dollars ($100,000.00250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under thereunder or termination of thereof could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public).

Collateral. (a) Borrower and each of its Subsidiaries have has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect of or disclosed to Bank pursuant to Section 6.7(b).and which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent Bank a perfected security interest therein, pursuant to and to the extent required by the terms of Section 6.7(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of One Hundred Thousand Dollars ($100,000.00)Perfection Certificate or as permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) 7.2. All Borrower’s Inventory is in all material respects of good and marketable quality, free from material defects. (d) . Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public)public and other non-material Intellectual Property licensed to Borrower, (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate or as otherwise disclosed to Bank and (d) licenses of Intellectual Property that could not result in a legal transfer of title of the licensed property that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discreet geographical areas outside of the United States. To Borrower’s knowledge, each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To Borrower’s knowledge, no claim has been made in writing that any part of the Intellectual Property owned by Borrower violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower and each of its Subsidiaries have has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect of and which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent Bank a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. . The Collateral with an aggregate value in excess of Five Hundred Thousand Dollars (b$500,000) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of One Hundred Thousand Dollars ($100,000.00)Perfection Certificate. None of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) 7.2. All Inventory that is to be sold in the ordinary course of business is in all material respects of good and marketable quality, free from material defects. (d) . Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public), and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower and each of its Subsidiaries have has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect of and which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent Bank a perfected security interest therein, pursuant to the terms of Section 6.8(b) or other deposit accounts expressly permitted hereby. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of One Hundred Thousand Dollars ($100,000.00)Perfection Certificate. None of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. (d) . Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public), and (c) material Intellectual Property licensed to Borrower and, in the case of licenses in effect on the date of this Agreement, noted on the Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower and each of its Subsidiaries have 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 under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate (as the same may be updated from time to time) delivered to Collateral Agent Bank in connection herewith with respect of and which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent Bank a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of One Hundred Thousand Dollars ($100,000.00)Perfection Certificate. None of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. (d) . Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to own, free own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business and clear licenses that could not result in a legal transfer of all Liens title of the licensed property but that may be exclusive in respects other than Permitted Liens. Except territory and that may be exclusive as noted on to territory only as to discrete geographical areas outside of the Perfection CertificatesUnited States, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate (as the same may be updated from time to time pursuant to Section 6.8(b)). Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate (as the same may be updated from time to time pursuant to Section 6.8(b)), Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with in respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest thereintherein as required under this Agreement. The Accounts are bona fide, existing obligations of the Account Debtors. (b) The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral, subject only to Permitted Liens that, under applicable law, have priority over Collateral Agent’s Lien. (c) On the Fourth Amendment Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse)bailee, and (ii) no such third party bailee possesses components of the Collateral in excess of One Hundred Thousand Dollars ($100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (cd) All Inventory and Equipment is in all material respects of good and marketable quality, free from material defects. (de) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection CertificatesCertificate (which, upon the consummation of a transaction not prohibited by this Agreement, may be updated to reflect such transaction), neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that Material Agreement. (if) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days None of Borrower or any of its Subsidiaries entering into has used any software or becoming bound other materials that are subject to an open-source or similar license (including the General Public License, Lesser General Public License, Mozilla Public License, or Affero License) (collectively, “Open Source Licenses”) in a manner that would cause any software or other materials owned by any material license or other material agreement with respect to which Borrower or used in any Subsidiary is Borrower products to have to be (i) distributed to third parties at no charge or a minimal charge, (ii) licensed to third parties for the licensee purpose of creating modifications or derivative works, or (other than over-the-counter software that is commercially available iii) subject to the public)terms of such Open Source License.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of One Two Hundred Fifty Thousand Dollars ($100,000.00250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection CertificatesCertificates or otherwise notified to Collateral Agent in writing after the Effective Date, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days Business Days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public).

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest thereintherein as required by Section 6.6. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of One Hundred Thousand Dollars ($100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public).

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

Collateral. (a) Borrower and each of its Subsidiaries have has good title to, have has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . (b) Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment has no deposit accounts other than the Collateral Accounts or deposit accounts with Bank, the other investment deposit accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect herewith, or of which Borrower or such Subsidiary has given Collateral Agent Bank notice and taken such actions as are necessary to give Collateral Agent Bank a perfected security interest therein. (other than deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such). The Eligible Accounts are bona fide, existing obligations of the Account Debtors. (bc) On the Effective Date, and except as disclosed on the Perfection Certificate (i) No portion of the Collateral with a value in excess of Two Hundred Fifty Thousand Dollars ($250,000) is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral Perfection Certificate or as otherwise disclosed to Bank in excess of One Hundred Thousand Dollars ($100,000.00)writing. None of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects6.12. (d) Borrower and each of its Subsidiaries is the sole owner owner, or has the right to the use, of the Intellectual Property each respectively which it owns or purports to ownown except for (a) licenses granted to its customers in the ordinary course of business or that are otherwise permitted pursuant to Section 7.1, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public), and (c) Intellectual Property licensed to Borrower. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s business. (e) Except as noted on the Perfection Certificate or as otherwise disclosed to Bank in writing, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower and each of its Subsidiaries have has good title to, have has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment has no deposit accounts other than the Collateral Accounts or deposit accounts with Bank, the other investment deposit accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect herewith, or of which Borrower or such Subsidiary has given Collateral Agent Bank notice and taken such actions as are necessary to give Collateral Agent Bank a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of One Hundred Thousand Dollars ($100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. . All Financed Equipment is new, except for such Financed Equipment that has been disclosed in writing to Bank by Borrower as “used” and that Bank, in its sole discretion, has agreed to finance. The Collateral is not in the possession of any third party bailee (dsuch as a warehouse) except as otherwise provided in the Perfection Certificate. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store with, or otherwise deliver to, a bailee any portion of the Collateral having a balue in excess of Fifty Thousand Dollars ($50,000.00) in any location and not to exceed One Hundred Thousand Dollars ($100,000.00) in the aggregate for all locations, then Borrower will first receive the written consent of Bank and each of such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its Subsidiaries sole discretion. Borrower is the sole owner of its intellectual property, except for non-exclusive licenses granted to its customers in the Intellectual Property each respectively purports to own, free and clear ordinary course of all Liens other than Permitted Liensbusiness. Except as noted on the Perfection Certificates, neither Borrower nor any Each of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s patents is valid and enforceable, and no part of Borrower’s intellectual property has been judged invalid or such Subsidiaries’ interest unenforceable, in such material license whole or material agreement or any other propertyin part, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public)best of Borrower’s knowledge, no claim has been made that any part of the Borrower’s intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s business.

Collateral. (a) Borrower and each of its Subsidiaries have has good title to, have has rights in, and has the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor any of its Subsidiaries have any has no Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or permitted by the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith terms of Section 6.6 hereof with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken taken, subject to the terms of Section 6.12, such actions as are necessary to give Collateral Agent for the ratable benefit of all Lenders a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse)) except as disclosed in the Perfection Certificate, and (ii) and, as of the Effective Date, no such third party bailee possesses components of the Collateral in excess of One Hundred Twenty-Five Thousand Dollars ($100,000.0025,000) except as set forth in Schedule 5.2(a). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates Certificate on the Effective Date or as permitted pursuant to Section 6.117.2. 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) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection CertificatesCertificate, neither as of the Effective Date Borrower nor any of its Subsidiaries is not a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the a licensee that (ia) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (iib) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material such license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall take such 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 (y) Agent to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Agent’s rights and remedies under this Agreement and the other Loan Documents.

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

Collateral. (a) Borrower and each of its Subsidiaries have has good title to, have has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment has no deposit accounts other than the Collateral Accounts or the other investment accounts, if any, deposit accounts with Bank and deposit accounts described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect or of which Borrower or such Subsidiary has given Collateral Agent Bank notice and taken such actions as are necessary to give Collateral Agent Bank a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse), ) except (x) as otherwise provided in the Perfection Certificate and (iiy) no such Equipment or Inventory in the possession of third party bailee possesses components carriers in the ordinary course of the Collateral in excess business for delivery to Borrower or to customers of One Hundred Thousand Dollars ($100,000.00)Borrower and its Subsidiaries. None of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted Borrower has given Bank notice pursuant to Section 6.11. 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral in an amount in excess of Two Hundred Fifty Thousand Dollars (c$250,000) in the aggregate at any time, to a bailee, then Borrower will first receive the written consent of Bank, such consent not to be unreasonably withheld, and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. (d) . Borrower and each of its Subsidiaries is the sole owner of its intellectual property, except for (i) licenses granted to its customers and/or licensees in the Intellectual Property ordinary course of business, and (ii) certain patents that are jointly owned by the Borrower and other third parties who have collaborated with the Borrower on technical development projects. As of the date hereof, each respectively purports patent is valid and enforceable and no part of the intellectual property has been judged invalid or unenforceable, in whole or in part, and to ownthe best of Borrower’s knowledge, free and clear no claim has been made that any part of all Liens other than Permitted Liensthe intellectual property violates the rights of any third party. Except as noted on the Perfection CertificatesCertificate, neither Borrower nor any of its Subsidiaries is not a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee (a) that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (iib) for which a default under or termination of could interfere with Collateral Agent’s or any Lenderthe Bank’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender Bank within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any such material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (x) all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement (such consent or authorization may include a licensor’s agreement to a contingent assignment of the license to Bank if Bank determines that is necessary in its good faith judgment), whether now existing or entered into in the future, and (y) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.

Collateral. (a) Borrower Contemporaneously with the execution and each delivery of its Subsidiaries this Agreement by the Collateral Agent and the Lenders, (i) the Collateral Agent has or will have good title toentered 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 Debtor and Subsidiary, (ii) the Collateral Agent has or will have rights inentered into a Stock Pledge Agreement between Collateral Agent and Debtor (“Stock Pledge Agreement”) (such assets are referred to herein and in the Security Agreement as the "Collateral") to the Collateral Agent, for the benefit of the Lenders, (iii) Subsidiary is delivering a Guaranty to the Collateral Agent for the benefit of the Lenders, and (iv) Debtor is issuing the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documents, free Notes and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered future may issue additional Notes to Collateral Agent in connection herewith with respect the Lenders pursuant to a “Subscription Agreement” dated at or about the date of which this 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 or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account DebtorsDocuments”. (b) On For purposes solely of perfection of the Effective Datesecurity interests granted to the Collateral Agent, as agent on behalf of the Lenders, and except as disclosed on its own behalf under the Perfection Certificate (i) Borrower Documents, the Collateral Agent hereby acknowledges that any Collateral held by the Collateral Agent is not in held for the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components benefit of the Collateral Lenders in excess of One Hundred Thousand Dollars ($100,000.00)accordance with this Agreement and the Borrower Documents. None of No reference to the components of the Collateral Borrower Documents or any other instrument or document shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date deemed to incorporate any term or as permitted pursuant to Section 6.11provision thereof into this Agreement unless expressly so provided. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to The Collateral Agent and each Lender within ten (10) days of is to distribute in accordance with the Borrower or Documents any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to proceeds received from the Collateral which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available are distributable to the public)Lenders in proportion to their respective interests in the Obligations as defined in the Borrower Documents.

Collateral. (a) Borrower and each of its Subsidiaries have has good title to, have has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment has no deposit accounts other than the Collateral Accounts or deposit accounts with Bank, the other investment deposit accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect herewith, or of which Borrower or such Subsidiary has given Collateral Agent Bank notice and taken such actions as are necessary to give Collateral Agent Bank a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of One Hundred Thousand Dollars ($100,000.00)Perfection Certificate. None of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. 7.2. Borrower shall at all times during the term of this Agreement maintain at least two-thirds of its Inventory (cbased upon the fair market value of all Inventory) at Borrower’s 000 Xxxxxx Xxxx Xxxxx, Xxxxxxx, Xxxxxxxxxxxxx location and at other locations of the Borrower for which Bank has received a landlord’s waiver in form and substance reasonably satisfactory to Bank. All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower . Axcelis Technologies, Inc. and each of its Subsidiaries is Axcelis Technologies CCS Corporation, either individually or jointly, are the sole owner owners of the Intellectual Property each respectively intellectual property which Borrower owns or purports to own, free including, without limitation, the intellectual property set forth on the Perfection Certificate, except for non-exclusive licenses granted to its customers in the ordinary course of business. Each patent which Borrower owns or purports to own is valid and clear enforceable and no part of all Liens other than Permitted Liensthe intellectual property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party. Except as noted on the Perfection CertificatesCertificate, neither Borrower nor any of its Subsidiaries is not a party to, nor is it bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public)Restricted License.

Collateral. (a) Borrower The Collateral will secure, on an equal and ratable basis as described herein, the Secured Obligations and will be pledged by the Company and the Subsidiary Guarantors to 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 of its Subsidiaries have good title to, have rights in, the Indentures and the power to transfer each item of Company’s Obligations under the Transaction Documents; and the Collateral upon which it purports to xxxxx x Xxxx 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 Loan Transaction Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than . Only the Collateral Accounts or Agent will be entitled to enforce the other investment accounts, if any, described in Liens granted under the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account DebtorsSecurity Documents. (b) On No Indebtedness (other than the Effective Date, and except as disclosed on Secured Obligations) incurred by the Perfection Certificate (i) the Collateral is not Company or any Subsidiary Guarantor may share in Liens in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of One Hundred Thousand Dollars ($100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11Collateral. (c) All Inventory Subject to the terms of the Secured Documents, the aggregate principal amount of Indebtedness outstanding at any time that is in all material respects of good and marketable quality, free from material defectssecured by the Collateral will be limited to $[705,000,000]. (d) Borrower and each of its Subsidiaries is Subject to the sole owner terms of the Intellectual Property each respectively purports to ownTransaction Documents, free the Company and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is Guarantors will have the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to remain in possession and retain exclusive control of the Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is securing the licensee Secured Obligations (other than over-the-counter software any cash, securities, obligations and Cash Equivalents constituting part of the Collateral that is commercially available may be 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 public)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 Transaction Documents.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral with a book value in excess of One Hundred Fifty Thousand Dollars ($100,000.00150,000). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All As of the Effective Date, each Funding Date, and each Compliance Certificate, all Inventory held and released for commercial sale by or for the benefit of Borrower is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall, and shall cause its Subsidiaries to, take such commercially reasonable steps as Collateral Agent and any Lender requests to obtain the consent of, or waiver by, any Person whose consent or waiver is necessary for (i) all licenses or agreements with respect to which Borrower or any Subsidiary is the licensee to be deemed “Collateral” and for Collateral Agent and each Lender to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (ii) Collateral Agent and each Lender shall have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Collateral Agent’s and such Lender’s rights and remedies under this Agreement and the other Loan Documents.

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

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of One Two Hundred Fifty Thousand Dollars ($100,000.00250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public).

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest thereintherein or as otherwise permitted under Section 6.6. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral (other than Collateral in transit in the ordinary course of business) is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of One Hundred Thousand Dollars ($100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, and except for Permitted Licenses, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to notify Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public), in each case in the next Compliance Certificate due hereunder.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or as permitted otherwise under this Agreement with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtorstherein as required under this Agreement. (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 under clauses (c), (d), (e), (f) and (h) of the definition of “Permitted Liens”. (c) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse)bailee, and (ii) no such third party bailee possesses components of the Collateral in excess of One Hundred Fifty Thousand Dollars ($100,000.0050,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (cd) All Inventory and Equipment is in all material respects of good and marketable quality, free from material defects. (de) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to ownown necessary for its operations other than licenses permitted hereunder, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection CertificatesCertificates or as otherwise disclosed in writing to Collateral Agent, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public)Material Agreement.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx gxxxx x Xxxx under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest thereintherein (other than Excluded Accounts). The Accounts are bona fide, existing obligations of the Account Debtors. (b) The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral, subject only to Permitted Liens that are permitted by the terms of this Agreement to have priority to Collateral Agent’s Lien. (c) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse)bailee, and (ii) no such third party bailee possesses components of the Collateral in excess of One Hundred Fifty Thousand Dollars ($100,000.0050,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (cd) All Inventory and Equipment is in all material respects of good and marketable quality, free from material defects. (de) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public)Material Agreement.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx gxxxx x Xxxx under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest thereintherein other than with respect to Excluded Accounts. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of One Hundred Thousand Dollars ($100,000.00). None of the components of the Collateral shall be (other than locations where Collateral is held solely for, or in transition to or from, a clinical study for research and development purposes) are maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public).

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

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest thereintherein (to the extent required pursuant to Section 6.6 hereof). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of One Two Hundred Fifty Thousand Dollars ($100,000.00250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection CertificatesCertificate, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement (other than open source, over-the-counter software, prepackaged software and other software that is commercially available to the public) with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public).

Collateral. (a) Borrower Each Credit Party and each of its their 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 under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest thereintherein (to the extent required pursuant to Section 6.6 hereof). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate Certificates (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of One Two Hundred Fifty Thousand Dollars ($100,000.00250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower Each Credit Party and each of its their Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower any Credit Party or its any of their Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could reasonably be expected to interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten twenty (1020) days of Borrower after any Credit Party or any of its their Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-open source, over the counter software, prepackaged software or other software that is commercially available to the publicgeneral public without customization). Borrower shall, and shall cause its Subsidiaries to, take such commercially reasonable steps as Collateral Agent and any Lender requests to obtain the consent of, or waiver by, any Person whose consent or waiver is necessary for (i) all material licenses or material agreements with respect to which Borrower or any Subsidiary is the licensee to be deemed “Collateral” and for Collateral Agent and each Lender to have a security interest in any such material license or material agreement that might otherwise be restricted or prohibited by law or by the terms of any such material license or material agreement, whether now existing or entered into in the future, and (ii) Collateral Agent and each Lender shall have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Collateral Agent’s and such Lender’s rights and remedies under this Agreement and the other Loan Documents.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of One Hundred Thousand Dollars ($100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.116.11 (other than movable items of personal property including laptop computers and telephonic devices used and moved in the ordinary course of business, having an aggregate book value not exceeding One Hundred Thousand Dollars ($100,000.00)). (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public).

Collateral. (a) Borrower and each of its Subsidiaries have has good title to, have has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment has no deposit accounts other than the Collateral Accounts or deposit accounts with Bank, the other investment deposit accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect herewith, or of which Borrower or such Subsidiary has given Collateral Agent Bank notice and taken such actions as are necessary to give Collateral Agent Bank a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of One Hundred Thousand Dollars ($100,000.00)Perfection Certificate or as permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) 7.2. All Inventory Financed Equipment is new, except for such Financed Equipment that has been disclosed in all material respects of good writing to Bank by Borrower as “used” and marketable qualitythat Bank, free from material defects. (d) in its sole discretion, has agreed to finance. Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to own, free own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business and clear licenses that could not result in a legal transfer of all Liens title of the licensed property but that may be exclusive in respects other than Permitted Liens. Except territory and that may be exclusive as noted on to territory only as to discreet geographical areas outside of the Perfection CertificatesUnited States, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public)public and other non-material Intellectual Property licensed to Borrower, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. To the best of Borrower’s knowledge, each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made in writing that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts deposit, operating or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of One Five Hundred Thousand Dollars ($100,000.00500,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) [ * ] days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public).

Collateral. (a) Borrower and each of its Subsidiaries Loan Party 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 under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries the Loan Parties have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary Loan Party has given the Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral, subject only to Permitted Liens that are permitted by the terms of this Agreement to have priority to Collateral Agent’s Lien. (c) On the Effective Date, and except as disclosed on the Perfection Certificate (as the same may be updated from time to time in accordance with the terms of this Agreement) (i) the Collateral is not in the possession of any third party bailee (such as a warehouse)bailee, and (ii) no such third party bailee possesses components of the Collateral in excess of One Two Hundred Fifty Thousand Dollars ($100,000.00250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (cd) All Inventory and Equipment is in all material respects of good and marketable quality, free from material defects, ordinary wear and tear excepted. (de) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateralportion of the Collateral with a value exceeding Five Hundred Thousand Dollars ($500,000.00). Borrower shall provide written notice to Collateral Agent and each Lender within ten twenty (1020) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public).

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx gxxxx x Xxxx under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest thereinin the Collateral Accounts of Borrower. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of One Five Hundred Thousand Dollars ($100,000.00500,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. (i) Each of Borrower’s and its Subsidiaries’ Patents is valid and enforceable and no part of Borrower’s or its Subsidiaries’ Intellectual Property has been judged invalid or unenforceable, in whole or in part, and (ii) to the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property or any practice by Borrower or its Subsidiaries violates the rights of any third party except to the extent such claim could not reasonably be expected to have a Material Adverse Change. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public).

Collateral. (a) Borrower The Lenders agree that at all times, whether before, after or during the pendency of any Insolvency Proceeding, and each notwithstanding the priorities which would ordinarily result from the order of its Subsidiaries have good title toexecution or granting of any Lien in the Collateral or the order of filing of any financing statements or recording of any deeds of trust, have rights inmortgages or any other security documents now or hereafter constituting part of the Subordinated Lender Documents or the Senior Lenders Documents with respect to the Collateral, or any provision of the UCC or any other applicable law to the contrary, the Liens of the Agent in the Collateral arising pursuant to the Senior Lenders Documents as security for all of the Senior Lenders Obligations shall be at all times first priority Liens in the Collateral, superior to the Liens of the Subordinated Lender in the Collateral arising pursuant to the Subordinated Lender Documents, and the power to transfer each item Liens of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than Subordinated Lender in the Collateral Accounts or shall be junior and subordinate to the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations Liens of the Account Debtors. (b) On the Effective Date, and except Agent therein as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components security for all of the Collateral in excess of One Hundred Thousand Dollars ($100,000.00)Senior Lenders Obligations. None of the components All proceeds of the Collateral shall be maintained at locations other than applied to the Obligations in accordance with the provisions of Section 5 hereof. Notwithstanding the foregoing provisions of this Section 2.1, it is hereby agreed that (a) any Collateral (herein, “Term Loan B Collateral”) purchased by any Borrower prior to the date of the Second Amendment to LJH Financing Agreement with the proceeds of the Term Loan B (as disclosed defined in the Perfection Certificates on Subordinated Lender Loan Agreement), shall be at all times subject to a first priority Lien in favor of Subordinated Lender, superior to the Effective Date or as permitted Liens of the Senior Lenders in such Term Loan B Collateral arising pursuant to Section 6.11. the Senior Lenders Documents, and (cb) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner Liens of the Intellectual Property each respectively purports to own, free Senior Lenders in the Term Loan B Collateral shall be junior and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available subordinate to the public)Liens of the Subordinated Lender therein as security for all of the Subordinated Lender Obligations.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and each Loan Party has the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts, Excluded Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with in respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest thereintherein to the extent 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 involuntary Permitted Liens that, under applicable law, have priority over Collateral Agent’s Lien. (c) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse)bailee, and (ii) no such third party bailee possesses components of the Collateral in excess of One Two Hundred and Fifty Thousand Dollars ($100,000.00250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (cd) All Inventory and Equipment is in all material respects of good and marketable quality, free from material defectsdefects that could reasonably be expected to have a Material Adverse Change. (de) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection CertificatesCertificate or written notice thereof has been provided to Collateral Agent pursuant to Section 6.2(a)(xvi) or otherwise, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that Material Agreement. (if) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days None of Borrower or any of its Subsidiaries entering into has used any software or becoming bound other materials that are subject to an open-source or similar license (including the General Public License, Lesser General Public License, Mozilla Public License, or Affero License) (collectively, “Open Source Licenses”) in a manner that would cause any software or other materials owned by any material license or other material agreement with respect to which Borrower or used in any Subsidiary is Borrower products to have to be (i) distributed to third parties at no charge or a minimal charge, (ii) licensed to third parties for the licensee purpose of creating modifications or derivative works, or (other than over-the-counter software that is commercially available iii) subject to the public)terms of such Open Source License.

Collateral. (a) Borrower and each of its Subsidiaries have has good title to, have has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries does not have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions requested by Collateral Agent as are necessary to give Collateral Agent a perfected security interest therein. The To Borrower’s knowledge, the Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse)) except as disclosed in the Perfection Certificate, and (ii) and, as of the Effective Date, no such third party bailee possesses components of the Collateral in excess of One Hundred Fifty Thousand Dollars ($100,000.00150,000). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates Certificate on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively it purports to own, free and clear except for non-exclusive licenses granted to its customers in the ordinary course of all Liens other than Permitted Liensbusiness. Except as noted on the Perfection CertificatesCertificate (or as disclosed to Collateral Agent and each Lender after the Effective Date as provided below), neither Borrower nor any of its Subsidiaries is not a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries after entering into or becoming bound by any material such license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall take such commercially reasonable steps as Collateral Agent and any Lender reasonably requests to obtain the consent of, or waiver by, any Person whose consent or waiver is necessary for (i) all licenses or agreements to be deemed “Collateral” and for Collateral Agent and each Lender to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (ii) Collateral Agent and each Lender shall have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Collateral Agent’s and such Lender’s rights and remedies under this Agreement and the other Loan Documents.

Collateral. (a) Borrower and each of its Subsidiaries Guarantor have good title to, have has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx or any other security interest under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and, except for (i) the securities account in which the Pledged ARS are held and (ii) the Trust and Escrow Accounts, neither Borrower nor any of its Subsidiaries have Guarantor has any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary Guarantor has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as disclosed in the Collateral in excess of One Hundred Thousand Dollars ($100,000.00)Perfection Certificates. None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.117.2. In the event that Borrower, after the Effective Date, intends to store or otherwise deliver to a bailee any portion of the Collateral having a value of Fifty Thousand Dollars ($50,000) or greater, then Borrower or Guarantor, as applicable, will first receive the written consent of Collateral Agent and such bailee must execute and deliver a bailee agreement in form and substance reasonably satisfactory to Collateral Agent. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is Guarantor are the sole owner owners of the Intellectual Property each respectively purports to own, free except for non-exclusive licenses granted to its customers in the ordinary course of business. Each of Borrower’s and clear Guarantor’s Patents is valid and enforceable and no part of all Liens other than Permitted LiensBorrower’s or Guarantor’s Intellectual Property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s and Guarantor’s knowledge, no claim has been made that the Intellectual Property or any practice by Borrower or Guarantor violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s or Guarantor’s business. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries Guarantor is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary Guarantor is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries Guarantor from granting a security interest in Borrower’s or such Subsidiaries’ Guarantor’s interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower and Guarantor shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material such license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower and Guarantor 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 (i) 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 (ii) Collateral Agent shall have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Collateral Agent’s rights and remedies under this Agreement and the other Loan Documents.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of One Two Hundred Fifty Thousand Dollars ($250,000.00), and (iii) such third party bailees do not collectively possess components of the Collateral in excess of Five Hundred Thousand Dollars ($100,000.00500,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates Certificate on the Effective Date or as permitted pursuant to Section 6.11. Furthermore, notwithstanding anything herein to the contrary, (i) each third party bailee who is in possession of components of the Collateral having an aggregate value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) has executed a bailee waiver in favor of the Collateral Agent and such bailee waiver has been delivered to the Collateral Agent by Borrower, and (ii) the components of the Collateral that are in possession of third party bailees for which Borrower has not delivered bailee waivers executed in favor of the Collateral Agent to the Collateral Agent, do not have an aggregate value in excess of Five Hundred Thousand Dollars ($500,000.00). (c) All Inventory is in all material respects of good and marketable quality, free from material defects, other than obsolete and expired Inventory in the ordinary course. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall, and shall cause its Subsidiaries to take such commercially reasonable steps as Collateral Agent and any Lender reasonably request to obtain the consent of, or waiver by, any Person whose consent or waiver is necessary for all licenses or agreements with respect to which Borrower or any Subsidiary is the licensee to be deemed “Collateral” and for Collateral Agent and each Lender to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and Collateral Agent and each Lender shall have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Collateral Agent’s and such Lender’s rights and remedies under this Agreement and the other Loan Documents.

Collateral. (a) Borrower and each of its Subsidiaries have Guarantor has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any Guarantor or any of its their respective Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary each Loan Party has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, in each case, to the extent required by Section 6.6. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate Certificate, (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral with an aggregate value in excess of One Five Hundred Thousand Dollars ($100,000.00500,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days Business Days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public).

Collateral. (a) Borrower and each of its Subsidiaries have has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect of or as permitted under Section 6.8 and which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent Bank a perfected security interest therein, pursuant to the terms of Section 6.8(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of One Hundred Thousand Dollars ($100,000.00)Perfection Certificate or as permitted hereunder. None of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. (d) . Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to own, free and clear own except for (a) non-exclusive licenses for the use of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any property of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting in the ordinary course of business and licenses that could not result in a security interest legal transfer of title of the licensed property but that may be exclusive in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (respects other than territory and that may be exclusive as to territory only as to discreet geographical areas outside of the United States, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate or by notice provided in accordance with Section 6.10(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, to the best of its knowledge, 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 disclosed publicly by Borrower pursuant to filings with the SEC or with respect to which notice is provided in accordance with Section 6.10(b), Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of One Two Hundred Fifty Thousand Dollars ($100,000.00250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. The Eligible Accounts are bona fide existing obligations. The property or services giving rise to such Eligible Accounts has been delivered or rendered to the account debtor or its agent for immediate shipment to and unconditional acceptance by the account debtor. Borrower has not received notice of actual or imminent Insolvency Proceeding of any account debtor whose accounts are included in any Borrowing Base Certificate as an Eligible Account. (d) Borrower and each of its Subsidiaries is the sole owner or exclusive licensee of the Intellectual Property each respectively purports to ownown or exclusively license, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall, and shall cause its Subsidiaries to, take such commercially reasonable steps as Collateral Agent and any Lender requests to obtain the consent of, or waiver by, any Person whose consent or waiver is necessary for (i) all material licenses or agreements, as determined by Collateral Agent, with respect to which Borrower or any Subsidiary is the licensee to be deemed “Collateral” and for Collateral Agent and each Lender to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (ii) Collateral Agent and each Lender shall have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Collateral Agent’s and such Lender’s rights and remedies under this Agreement and the other Loan Documents.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of One Hundred Thousand Dollars ($100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.116.10. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole (or, as noted on the Perfection Certificate as of the Effective Date, joint) owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter over‑the‑counter software that is commercially available to the public).

Collateral. (a) Borrower and each of its Subsidiaries have has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect of and which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent Bank a perfected security interest thereintherein to the extent required pursuant to the terms of Section 6.7(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of One Hundred Thousand Dollars ($100,000.00)Perfection Certificate or as permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. (d) . Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to own, free own except for (a) non- exclusive licenses granted to its customers in the ordinary course of business and clear licenses that could not result in a legal transfer of all Liens title of the licensed property but that may be exclusive in respects other than Permitted Liens. Except territory and that may be exclusive as noted on to territory only as to discreet geographical areas outside of the Perfection CertificatesUnited States, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. To Borrower’s knowledge, each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or as notified to Bank pursuant to Section 6.9(b)., Borrower is not a party to, nor is it bound by, any Restricted License. 7 39271280

Collateral. (a) Borrower Issuer and each of its Subsidiaries Guarantor 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 under the Loan Note Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower Issuer nor any of its Subsidiaries have Guarantor has any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent and the Purchasers in connection herewith with in respect of which Borrower Issuer or such Subsidiary Guarantor has given Collateral Agent and the Purchasers notice and taken such actions as are necessary to give Collateral Agent a perfected security interest thereintherein as required under this Agreement. The Accounts are bona fide, existing obligations of the Account Debtors. (b) The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral, subject only to involuntary Permitted Liens that, under applicable law, have priority over Collateral Agent’s Lien. (c) On the Effective Closing Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse)bailee, and (ii) no such third party bailee possesses components of the Collateral in excess of One Hundred Thousand Million Dollars ($100,000.001,000,000). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (cd) All Inventory and Equipment is in all material respects of good and marketable quality, free from material defects. (de) Borrower Issuer and each of its Subsidiaries Guarantor is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted LiensLiens and non-exclusive licenses for off-the-shelf software that is commercially available to the public. Except as noted on the Perfection CertificatesCertificate (which, upon the consummation of a transaction not prohibited by this Agreement, may be updated to reflect such transaction), neither Borrower Issuer nor any of its Subsidiaries Guarantor is a party to, nor is bound by, any material license or other Material Agreement. (f) Each employee and contractor of Issuer and its Subsidiaries involved in development or creation of any material agreement with respect Intellectual Property has assigned any and all inventions and ideas of such Person in and to such Intellectual Property to Issuer or such Subsidiary, except where failure to do so could not reasonably be expected to have a Material Adverse Change, in each case individually or in the aggregate. (g) No settlement or consents, covenants not to sue, nonassertion assurances, or releases have been entered into by Issuer or any Guarantor or exist to which Borrower Issuer or such Subsidiary Guarantor is bound that adversely affect its rights to own or use any Intellectual Property except as could not be reasonably expected to result in a Material Adverse Change, in each case individually or in the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public)aggregate.

Collateral. (a) Borrower and each of its Subsidiaries have has good title to, have has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries does not have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Representation Certificate delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent and Lenders notice and taken such actions as are necessary to give Collateral Agent and Lenders a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse)) except as disclosed in the Representation Certificate, and (ii) and, as of the Effective Date, no such third party bailee possesses components of the Collateral in excess of One Hundred Thousand Dollars ($100,000.00100,000). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates Representation Certificate on the Effective Date or as permitted pursuant to Section 6.117.2. 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 One Hundred Thousand Dollars ($100,000), then Borrower will first receive the written consent of Collateral Agent and Lenders and such bailee must execute and deliver a bailee agreement in form and substance reasonably satisfactory to Collateral Agent. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively it purports to own, free except for non-exclusive licenses granted to certain third parties in the ordinary course of business. Borrower’s Patents, if any, are valid and clear enforceable, no part of all Liens other than Permitted LiensBorrower’s Intellectual Property has been judged invalid or unenforceable, in whole or in part, and to Borrower’s knowledge, no claim has been made that any part of the Intellectual Property or any practice by Borrower violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection CertificatesRepresentation Certificate, neither Borrower nor any of its Subsidiaries is not a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material such license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall take such commercially reasonable steps as Collateral Agent requests to obtain the consent of, or waiver by, any Person whose consent or waiver is necessary for (i) 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 (ii) Collateral Agent shall have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Collateral Agent’s rights and remedies under this Agreement and the other Loan Documents.

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

Collateral. (a) Borrower and each of its Subsidiaries have has good title to, have has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment has no deposit accounts other than the Collateral Accounts or deposit accounts with Bank, the other investment Excluded Accounts, the deposit accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect herewith, or of which Borrower or such Subsidiary has given Collateral Agent Bank notice and taken such actions as are necessary to give Collateral Agent Bank a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses except as otherwise provided in the Perfection Certificate. 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 ($100,000.00). None of the components of the Collateral 100,000) shall be maintained at locations other than as disclosed provided in the Perfection Certificates on Certificate (as may be updated from time to time with the Effective Date written consent of Bank) or as permitted pursuant to Section 6.11. 7.2. Except as set forth on the Perfection Certificate (c) All Inventory is in all material respects of good and marketable qualityincluding with respect to the Palomar Litigation), free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public), and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Except as set forth on the Perfection Certificate, each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. Except as set forth on the Perfection Certificate, to Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower Issuer and each of its Subsidiaries Guarantor have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx gxxxx x Xxxx under the Loan Note Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower Issuer nor any of its Subsidiaries have Guarantor has any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent and the Purchasers in connection herewith with in respect of which Borrower Issuer or such Subsidiary Guarantor has given Collateral Agent and the Purchasers notice and taken such actions as are necessary to give Collateral Agent a perfected security interest thereintherein as required under this Agreement. The Accounts are bona fide, existing obligations of the Account Debtors. (b) The security interest granted herein is and shall at all times continue to be a second priority perfected security interest in the Collateral, subject only to involuntary Permitted Liens that, under applicable law, have priority over Collateral Agent’s Lien. (c) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse)bailee, and (ii) no such third party bailee possesses components of the Collateral in excess of One Five Hundred Thousand Dollars ($100,000.00500,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (cd) All Inventory and Equipment is in all material respects of good and marketable quality, free from material defects. (de) Borrower Issuer and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted LiensLiens and non-exclusive licenses for off-the-shelf software that is commercially available to the public. Except as noted on the Perfection CertificatesCertificate (which, upon the consummation of a transaction not prohibited by this Agreement, may be updated to reflect such transaction), neither Borrower Issuer nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that Material Agreement. (if) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination None of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower Issuer or any of its Subsidiaries entering into has used any software or becoming bound other materials that are subject to an open-source or similar license (including the General Public License, Lesser General Public License, Mozilla Public License, or Affero License) (collectively, “Open Source Licenses”) in a manner that would cause any software or other materials owned by any Issuer or used in any Issuer 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 employee and contractor of Issuer and its Subsidiaries involved in development or creation of any material license Intellectual Property has assigned any and all inventions and ideas of such Person in and to such Intellectual Property to Issuer or other material agreement with respect such Subsidiary, except where failure to do so could not reasonably be expected to have a Material Adverse Change, in each case individually or in the aggregate. (h) No settlement or consents, covenants not to sxx, nonassertion assurances, or releases have been entered into by Issuer or any of its Subsidiaries or exist to which Borrower Issuer or any such Subsidiary is bound that adversely affect its rights to own or use any Intellectual Property except as could not be reasonably expected to result in a Material Adverse Change, in each case individually or in the licensee (other than over-the-counter software that is commercially available to the public)aggregate.

Collateral. (a) Borrower The Trustee, each Noteholder and each the Issuer hereby acknowledge and agree that the Trustee shall hold the Collateral for the security and benefit of its Subsidiaries have good title tothe Trustee and the Noteholders from time to time pursuant to the terms hereof. Each Noteholder, have rights inby accepting a Note, consents and agrees to the terms hereof (including the provisions providing for the possession, use, release and foreclosure of Collateral), and irrevocably appoints the power Trustee as its agent, and authorizes the Trustee to transfer each item act as its agent, for purposes of acquiring, holding and perfecting all liens and security interests on the Collateral. The Issuer hereby authorizes the Trustee to make such filings and take such other action (including the filing of any financing statements) as it deems reasonably necessary to perfect the Lien on the Collateral granted pursuant to the Granting Clause. This Indenture shall constitute a security agreement within the meaning of Section 9-102(73) of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account DebtorsUCC. (b) On The Trustee shall hold such of the Effective DateCollateral as consists of instruments, deposit accounts, negotiable documents, money, goods, letters of credit and except advices of credit in the State of New York. The Trustee shall hold such of the Collateral as disclosed on constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Perfection Certificate Trustee (which agreement shall be governed by the laws of the State of New York) that (i) such investment property shall at all times be credited to a securities account of the Collateral is not in the possession of any third party bailee (such as a warehouse)Trustee, and (ii) no such third party bailee possesses components securities intermediary shall treat the Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, (iii) all property credited to such securities account shall be treated as a financial asset, (iv) such securities intermediary shall comply with entitlement orders originated by the Trustee without the further consent of any other Person, (v) such securities intermediary will not agree with any Person other than the Trustee to comply with entitlement orders originated by such other Person and (vi) such securities account and the property credited thereto shall not be subject to any lien, security interest or right of set-off in favor of such securities intermediary or anyone claiming through it (other than the Trustee). Except as permitted by this Section 6.12 or as otherwise permitted by any Transaction Document, the Trustee shall not hold any part of the Collateral in excess of One Hundred Thousand Dollars ($100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date through an agent or as permitted pursuant to Section 6.11a nominee. (c) All Inventory is The Trustee shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in all material respects any of good and marketable qualitythe Collateral, free from material defectswhether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes negligence or willful misconduct on the part of the Trustee, for the validity or sufficiency of the Collateral, for the validity of the title of the Issuer to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. Notwithstanding anything to the contrary in this Indenture, the Trustee shall have no responsibility for recording, filing, re-recording or refiling any financing statement, continuation statement, document, instrument or other notice in any public office at any time or times or to otherwise take any action to perfect or maintain the perfection of any security interest granted to it under the Transaction Documents or otherwise. (d) Borrower The Noteholders hereby authorize and each of its Subsidiaries is direct the sole owner Trustee to execute and deliver an Intercreditor Agreement upon the written request of the Intellectual Property each respectively purports to ownIssuer, free and clear the Trustee shall execute and deliver the applicable Intercreditor Agreement in connection with the incurrence by the Issuer of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound Subordinated Indebtedness permitted by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public)this Indenture.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or as notice is permitted or required to be provided herein with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of One Two Hundred Fifty Thousand Dollars ($100,000.00250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection CertificatesCertificates or as Borrower may be able to enter into the same pursuant to the terms of this Agreement and provided that the Borrower has provided the Lenders with prior written notice with respect to such material licenses or agreements required by the terms of this Agreement, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public).

Collateral. (a) Borrower Issuer and each of its Subsidiaries Guarantor 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 under the Loan Note Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower Issuer nor any of its Subsidiaries have Guarantor has any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent and the Purchasers in connection herewith with in respect of which Borrower Issuer or such Subsidiary Guarantor has given Collateral Agent and the Purchasers notice and taken such actions as are necessary to give Collateral Agent a perfected security interest thereintherein as required under this Agreement. The Accounts are bona fide, existing obligations of the Account Debtors. (b) The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral, subject only to involuntary Permitted Liens that, under applicable law, have priority over Collateral Agent’s Lien. (c) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse)bailee, and (ii) no such third party bailee possesses components of the Collateral in excess of One Five Hundred Thousand Dollars ($100,000.00500,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (cd) All Inventory and Equipment is in all material respects of good and marketable quality, free from material defects. (de) Borrower Issuer and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted LiensLiens and non-exclusive licenses for off-the-shelf software that is commercially available to the public. Except as noted on the Perfection CertificatesCertificate (which, upon the consummation of a transaction not prohibited by this Agreement, may be updated to reflect such transaction), neither Borrower Issuer nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that Material Agreement. (if) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination None of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower Issuer or any of its Subsidiaries entering into has used any software or becoming bound other materials that are subject to an open-source or similar license (including the General Public License, Lesser General Public License, Mozilla Public License, or Affero License) (collectively, “Open Source Licenses”) in a manner that would cause any software or other materials owned by any Issuer or used in any Issuer 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 employee and contractor of Issuer and its Subsidiaries involved in development or creation of any material license Intellectual Property has assigned any and all inventions and ideas of such Person in and to such Intellectual Property to Issuer or other material agreement with respect such Subsidiary, except where failure to do so could not reasonably be expected to have a Material Adverse Change, in each case individually or in the aggregate. (h) No settlement or consents, covenants not to xxx, nonassertion assurances, or releases have been entered into by Issuer or any of its Subsidiaries or exist to which Borrower Issuer or any such Subsidiary is bound that adversely affect its rights to own or use any Intellectual Property except as could not be reasonably expected to result in a Material Adverse Change, in each case individually or in the licensee (other than over-the-counter software that is commercially available to the public)aggregate.

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

Collateral. (a) Borrower The due and each punctual payment of its Subsidiaries have good title tothe principal of, have rights inpremium, if any, and interest on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and the Note Guarantees and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer set forth in Section 7.07, and the power to transfer each item of Notes, the Note Guarantees, the Intercreditor Agreement and the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documents, free and clear of any and all shall be secured by first-priority Liens except (subject to Permitted Liens, and neither Borrower nor any on a pari passu basis with the other First Lien Indebtedness) on the Collateral. The Trustee, for the benefit of its Subsidiaries have any Deposit Accountsthe Holders, Securities Accounts, Commodity Accounts or other investment accounts other than hereby appoints U.S. Bank Trustees Limited as the initial Notes Collateral Agent and the Notes Collateral Agent is hereby authorized and directed to execute and deliver the Collateral Accounts or Documents and the other investment accounts, if any, described in Intercreditor Agreement. The Issuer and the Perfection Certificates delivered to Guarantors hereby agree that the Notes Collateral Agent shall hold the Collateral in connection herewith with respect trust for the benefit of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations all of the Account DebtorsHolders and the Trustee, in each case pursuant to the terms of the Collateral Documents and the Intercreditor Agreement. (b) On the Effective DateEach Holder, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession by its acceptance of any third party bailee (such as a warehouse)Notes and the Note Guarantees, consents and (ii) no such third party bailee possesses components agrees to the terms of the Collateral in excess Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of One Hundred Thousand Dollars ($100,000.00). None Collateral and the automatic amendments, supplements, consents, waivers and other modifications thereto without the consent of the components of Holders) as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and authorizes and directs the Notes Collateral Agent to perform its obligations and exercise its rights under the Collateral shall be maintained at locations other than as disclosed Documents and the Intercreditor Agreement in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11accordance therewith. (c) All Inventory is The Trustee and each Holder, by accepting the Notes and the Note Guarantees, acknowledge that, as more fully set forth in the Collateral Documents and the Intercreditor Agreement, the Notes Collateral as now or hereafter constituted shall be held for the benefit of the Notes Collateral Agent, all the Holders and the Trustee, and that the Liens granted on the Collateral pursuant to the Collateral Documents are subject to and qualified and limited in all material respects of good by the Collateral Documents and marketable quality, free from material defectsthe Intercreditor Agreement and actions that may be taken thereunder. (d) Borrower The Issuer and each the Guarantors shall do or cause to be done all acts and things that may be required to have all security interests in the personal and real property Collateral duly created and enforceable and perfected on or promptly following the Issue Date, but in any event (i) no later than 60 days or as promptly as reasonably practicable thereafter, in the case of its Subsidiaries is personal property (other than the sole owner Capital Stock issued by a Foreign Subsidiary or intellectual property registered in any non-U.S. jurisdiction), (ii) no later than 90 days or as promptly as reasonably practicable thereafter, in the case of real property, (iii) no later than 120 days or as promptly as reasonably practicable thereafter, in the case of Capital Stock issued by a Foreign Subsidiary and (iv) no later than 365 days or as promptly as reasonably practicable thereafter, in the case of intellectual property registered in any non-U.S. jurisdiction; provided, however, that with respect to the perfection of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement security interests in property with respect to which Borrower a Lien may be perfected by the filing of a Uniform Commercial Code financing statement (or equivalent), the Uniform Commercial Code financing statement (or equivalent) will be required to be filed on the Issue Date. Notwithstanding anything to the contrary in the foregoing, (1) no actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction shall be required in order to create any security interests in assets located, titled, registered or filed outside of the United States (including any intellectual property registered in a non-U.S. jurisdiction) or to perfect such Subsidiary is the licensee security interests in any such assets (it being understood that there shall be no Collateral Document (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a other security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other propertyagreements, pledge agreements, or share charge (iior mortgage) for which a default agreements) governed under the laws of any non-U.S. jurisdiction) and (2) no control agreements or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower account pledges shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement be required with respect to which Borrower any deposit or securities accounts, in each case, unless and to the extent such actions (and Collateral Documents (or other security agreements, pledge agreements, or share charge (or mortgage) agreements)) or control agreements are then required pursuant to the terms at such time of the Senior Credit Facility or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public)related documents.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral with a book value in excess of One Five Hundred Thousand Dollars ($100,000.00500,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All As of the Effective Date, each Funding Date, and each Compliance Certificate, all Inventory held and released for commercial sale by or for the benefit of Borrower is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall, and shall cause its Subsidiaries to, take such commercially reasonable steps as Collateral Agent and any Lender requests to obtain the consent of, or waiver by, any Person whose consent or waiver is necessary for (i) all licenses or agreements with respect to which Borrower or any Subsidiary is the licensee to be deemed “Collateral” and for Collateral Agent and each Lender to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (ii) Collateral Agent and each Lender shall have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Collateral Agent’s and such Lender’s rights and remedies under this Agreement and the other Loan Documents.

Collateral. (a) a. Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest thereintherein (the foregoing shall not apply to deposit accounts exclusively used for payroll, payroll taxes, and other employee wage and benefit payments to or for the benefit of Borrower’s employees). The Accounts are bona fide, existing obligations of the Account Debtors. (b) b. On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of One Hundred Thousand Dollars ($100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) c. All Inventory is in all material respects of good and marketable quality, free from material defects. (d) d. Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days Business Days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter over‑the‑counter software that is commercially available to the public).

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest thereintherein if required pursuant to the terms of this Agreement. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse)) except as disclosed in the Perfection Certificate or as permitted by Section 7.2, and (ii) and, as of the Effective Date, no such third party bailee possesses components of the Collateral in excess of One Hundred Fifty Thousand Dollars ($100,000.00150,000). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Except (i) as disclosed in the Perfection Certificate or as otherwise disclosed to the Collateral Agent in writing pursuant to the terms of this Agreement and (ii) for Permitted Licenses, Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection CertificatesCertificates or as otherwise disclosed to Collateral Agent pursuant to the terms of this Agreement, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten thirty (1030) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall, and shall cause its Subsidiaries to, take such commercially reasonable steps as Collateral Agent and any Lender reasonably requests to obtain the consent of, or waiver by, any Person whose consent or waiver is necessary for (i) all such licenses or agreements with respect to which Borrower or any Subsidiary is the licensee to be deemed “Collateral” and for Collateral Agent and each Lender to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (ii) Collateral Agent and each Lender shall have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Collateral Agent’s and such Lender’s rights and remedies under this Agreement and the other Loan Documents. (e) The Eligible Accounts are bona fide existing obligations of the Account Debtors. The property or services giving rise to such Eligible Accounts has been delivered or rendered to the Account Debtor or its agent for immediate shipment to and unconditional acceptance by the Account Debtor. Borrower has not received notice of actual or imminent Insolvency Proceeding of any Account Debtor whose accounts are included in any Borrowing Base Certificate as an Eligible Account.

Collateral. (a) Borrower and each of its Subsidiaries have 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 under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Domestic Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary the applicable Loan Party has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are receivable are, and/or when arising will be, bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse)) except as disclosed in the Perfection Certificate, and (ii) and, as of the Effective Date, no such third party bailee possesses components of the Collateral in excess of One Two Hundred Fifty Thousand Dollars ($100,000.00250,000). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries the Loan Parties is the sole owner of the Intellectual Property each respectively purports to own, free except for non-exclusive licenses granted to its customers in the ordinary course of business and clear of all Liens other than Permitted Lienslicenses permitted under Section 7. 1. Except as noted on the Perfection CertificatesCertificates as of the Effective Date, neither Borrower nor any of its Subsidiaries the Loan Parties is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary Loan Party is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries such Loan Party from granting a security interest in Borrower’s or such SubsidiariesLoan Parties’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender Lender, no less frequently than quarterly, within ten thirty (1030) days after the end of each quarter, of Borrower or any of its Subsidiaries Loan Party entering into or becoming bound by any material material, inbound license or other similar material agreement with respect to which Borrower or any Subsidiary is the licensee 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 (other than over-the-counter software that is commercially available to the public) entered into after the Effective Date any provisions therein that would restrict or prohibit such licenses or agreement, or rights thereunder, from becoming subject to a security interest in favor of Collateral Agent.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and and, to the extent required under Section 6.6 hereof, taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, except for Permitted Locations and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of One Hundred Thousand Dollars ($100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects, or for which Borrower maintains adequate reserves in accordance with GAAP and consistent with Borrower’s past practices. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. (i) To Borrower’s knowledge, each of Borrower’s and its Subsidiaries’ Patents (other than patent applications) is valid and enforceable, any and all patent applications constituting such Patents have been filed in good faith, and no part of Borrower’s or its Subsidiaries’ Intellectual Property which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and (ii) to the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property or any practice by Borrower or its Subsidiaries violates the rights of any third party except to the extent such claim could not reasonably be expected to have a Material Adverse Change. Except as noted on the Perfection CertificatesCertificate, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement Material Agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrowera Loan Party’s or such Subsidiaries’ interest in such material license or material agreement Material Agreement or any other property, or (ii) for which a default under or termination of could interfere in any material respect with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten fifteen (1015) days of Borrower or any of its Subsidiaries other Loan Party entering into or becoming bound by any material license or other material agreement such Material Agreement with respect to which Borrower or any Subsidiary such Loan Party is the licensee (other than over-the-counter licenses of over‑the‑counter software or other licenses that is are generally commercially available to the public).

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

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts, the Excluded Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations of other than with respect to the Account DebtorsExcluded Accounts. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of One Two Hundred Fifty Thousand Dollars ($100,000.00250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property material to its business that each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall, and shall cause its Subsidiaries to, take such commercially reasonable steps as Collateral Agent and any Lender requests to obtain the consent of, or waiver by, any Person whose consent or waiver is necessary for (i) all licenses or agreements with respect to which Borrower or any Subsidiary is the licensee to be deemed “Collateral” and for Collateral Agent and each Lender to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (ii) Collateral Agent and each Lender shall have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Collateral Agent’s and such Lender’s rights and remedies under this Agreement and the other Loan Documents.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, to the extent required under Section 6.6. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate Certificates (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of One Hundred Thousand Dollars ($100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public).

Collateral. (ai) Borrower is the holder and each of its Subsidiaries have legal beneficial owner of, and has good title to, have rights in, all of the Collateral. Borrower has full corporate power and authority and the power unconditional right to transfer each item grant to Sovereign the security interests respecting the Collateral contemplated in this Agreement and the other Instruments. Sovereign has legal, valid, binding, enforceable and first priority purchase money perfected security interests in and to the Collateral pursuant to this Agreement and the other Instruments except for the rights of Lessees under the Leases. No part of the Collateral upon which it purports is subject to xxxxx x Xxxx any security interest, mortgage, lien or other encumbrance or any adverse claim of any kind whatsoever, except (A) those in favor of Sovereign, and (B) the rights of Lessees under the Loan Documents, free and clear Leases. (ii) There are no claims of third parties that would prevent any and assignee or purchaser of all Liens except Permitted Liens, and neither Borrower nor or any portion of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accountsfrom receiving any payments, distributions and proceeds with respect thereto, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect without any defense, counterclaim, setoff, right of which Borrower recoupment, abatement or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtorsother claim or determination whatsoever. (biii) On All of the Effective DateCars currently are operated, maintained and insured in accordance with the terms of the Lease Documents. (iv) Borrower has full possession and control of all of the tangible Collateral, and all of the Collateral is located (or in the case of accounts and general intangibles are deemed to be located) at the address of Borrower set forth below, except as disclosed on the Perfection Certificate for (i) the Collateral is not Cars physically in the possession of any third party bailee (such as a warehouse)the Lessees, and (ii) no such third party bailee possesses components of the Collateral items in excess of One Hundred Thousand Dollars ($100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date transit or as permitted pursuant to Section 6.11physically held by Sovereign or its designee. (cv) All Inventory Each of the Leases is valid, binding and enforceable in accordance with its respective terms, all sums payable thereunder are payable in the amounts and at the times stated therein without defense, offset or counterclaim, and no part thereof has been prepaid, released or modified, or encumbered or disposed of by Borrower, any Guarantor or any Lessee any and all sums of money previously paid by any Lessee as prepayments, down payments, advance lease payments or deposit of security has been fully disclosed to Sovereign; the Leases have been duly assigned to Sovereign, all advances are secured by a first priority purchase money security interest in the Cars in the name of Sovereign, and do not contain any term or provision that would prohibit the assignment to Sovereign; the Leases have all been delivered to Sovereign and all such leases are the sole originals, duly authorized and executed by the Lessees, are the entire agreement between Borrower and the Lessees, have not been modified, cancelled or waived in any respect, and none of the Borrower’s rights thereunder have been released, modified, encumbered or disposed of; and the Leases are in full force and effect and none of the Lessees is in default thereunder; the Lease Documents delivered to Sovereign are the sole originals, duly authorized and executed by bona fide, legally competent Lessees about whom neither Borrower nor any Guarantor has any adverse credit information (other than information previously disclosed to and acknowledged in writing to Sovereign) are together with the Leases the entire agreement with each Lessee relating to the Leases covered thereby, have not been modified, cancelled or waived in any respect, do not contain any term or provision that would prohibit the assignment to Sovereign, and none of the rights of Borrower thereunder have been released, modified, encumbered or disposed of; any consent, approval, authorization of, or registration, declaration or filing with, any governmental authority (federal, state or local, domestic or foreign) required in connection with the execution, delivery or performance of any Lease Document by any Lessee has been obtained; in the event a Lease Document shall be construed as a security agreement, Borrower holds a first priority perfected security interest in the Cars has been covered thereby by Sovereign’s possession of the original certificates of title which has been duly assigned in blank; Sovereign’s security interest in the Cars is duly noted on the certificate of title for each Car, the Least Documents are in full force and effect and no Lessee is in default thereunder; the Lease and the Lease Documents comply with all applicable state, federal and local laws and regulations; and all financial and credit information that Borrower has furnished to Sovereign, whether relating to Borrower, any Guarantor, is, and all such information that Borrower may at any time furnish to Sovereign will be true, complete and not misleading in all material respects of good and marketable quality, free from material defectsrespects. (dvi) Borrower All credit and financial information relating to the Lessees and heretofore supplied to Sovereign as of the date hereof is true, complete and accurate in all material respects. (vii) The original certificates of title with respect to each Lease and each Car are held by Sovereign. Such certificates of its Subsidiaries title state that the Lessor is the sole owner of each Car and Sovereign is the Intellectual Property each respectively purports sole lienholder. The original certificates of title and any related motor vehicle bureau form have been delivered by Borrower to own, free and clear of all Liens other than Permitted Liens. Except as noted Sovereign. (viii) All unpaid balances on the Perfection CertificatesLeases against which an Advance is made pursuant hereto, neither Borrower nor any are valid indebtedness arising from the Leases and the other Lease Documents, and will be payable in the amounts and at the times stated therein, and there exists no default or event that, with the giving of its Subsidiaries is a party tonotice or the passage of time or both, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which would constitute a default under any of the Lease Documents and, as of the date on the respective Advance, none of the Lease payments are past due. (ix) Any and all sales, gross receipts, use or termination other taxes applicable to or arising out of could interfere the Leases and the acquisition of the Cars, or the proceeds thereof, are current and have been paid by Borrower to the appropriate tax authority. (x) None of the Cars are or have been the subject of repossession by any prior lessor under the Leases or Borrower or are or have been “off lease” or are or have been subject to a lease with Collateral Agent’s Borrower whose term has expired or been terminated for any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent reason. (xi) Each Car is covered by insurance as required under the Leases, such insurance is in full force and each Lender within ten (10) days of Borrower effect, and has not lapsed or been cancelled by the insurer or any of its Subsidiaries entering into the Lessees, and no insurance claims are pending with respect thereto. (xii) To the best knowledge of Borrower, there is no existing, proposed or becoming bound contemplated plan, study or effort by any material license governmental authority or other material agreement with respect to which Borrower person that in any way affects or would affect the continued authorization of the present or contemplated ownership, financing, use or operation of the Cars or the Leases, or that could or will result in any Subsidiary is tax or other charge being levied or assessed against, or in the licensee (other than over-the-counter software that is commercially available to creation of any lien upon, any part of the public)Cars or the Leases.

Collateral. (a) Borrower and each of its Subsidiaries have has good title to, have has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment has no deposit accounts other than the deposit accounts with Collateral Accounts or Agent, the other investment deposit accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent in connection herewith with respect herewith, or of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted herein. No portion of the components of the Collateral, except for Finished Inventory, in excess of One Hundred Thousand Dollars ($100,000), and (ii) no such third party bailee possesses components 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 in excess of One Hundred Thousand Dollars ($100,000.00100,000). None of the components of the Collateral shall be maintained at locations , except for Finished Inventory to a bailee other than as disclosed those listed in the Perfection Certificates on Certificate, then Borrower will first receive the Effective Date or as permitted pursuant written consent of Collateral Agent and at the election of Collateral Agent, such bailee shall execute and deliver a bailee agreement in form and substance satisfactory to Section 6.11. (c) Collateral Agent in its sole discretion. All Commercial Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection CertificatesCertificate, neither Borrower nor any of its Subsidiaries is not a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ia) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (iib) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten thirty (1030) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material such license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Collateral Agent reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (x) all such material licenses or material agreements to be deemed “Collateral” and for Collateral Agent and each Lender to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or, whether now existing or entered into in the future, and (y) Collateral Agent shall have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Collateral Agent’s rights and remedies under this Agreement and the other Loan Documents. Notwithstanding the foregoing, the terms of the previous sentence shall not apply to and the Collateral shall not include license agreements solely for the use of Intellectual Property of a third party with respect to which Borrower is the licensee.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of One Seven Hundred Fifty Thousand Dollars ($100,000.00750,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public).

Collateral. (a) Borrower and each of its Subsidiaries have has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse)) except as disclosed in the Perfection Certificate, and (ii) and, as of the Effective Date, no such third party bailee possesses components of the Collateral in excess of One Two Hundred Fifty Thousand Dollars ($100,000.00250,000). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates Certificate on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole (or, as noted on the Perfection Certificate as of the Effective Date, joint) owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection CertificatesCertificate as of the Effective Date, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall, and shall cause its Subsidiaries to, take such commercially reasonable steps as Collateral Agent and any Lender requests to obtain the consent of, or waiver by, any Person whose consent or waiver is necessary for (i) all licenses or agreements with respect to which Borrower or any Subsidiary is the licensee to be deemed “Collateral” and for Collateral Agent and each Lender to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (ii) Collateral Agent and each Lender shall have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Collateral Agent’s and such Lender’s rights and remedies under this Agreement and the other Loan Documents.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and Leasehold Pledgor are the power to transfer each item sole beneficial owners of the Collateral and no Lien exists or will exist (except the Permitted Encumbrances) upon which it purports the Collateral at any time (and no right or option to xxxxx x Xxxx under acquire the Loan Documents, free and clear same exists in favor of any other Person). The Collateral is not and all Liens will not be subject to any contractual restriction upon the transfer thereof (except Permitted Liens, and neither Borrower nor for any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described such restriction contained in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower Pledge Agreement or such Subsidiary has given Collateral Agent notice and taken such actions limited liability company agreement or partnership agreement, as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fideapplicable, existing obligations of the Account Debtorsissuer thereof). (b) On The chief place of business of Borrower and Leasehold Pledgor and the Effective Date, office where Borrower and except as disclosed on the Perfection Certificate (i) Leasehold Pledgor keeps its records concerning the Collateral is not will be located at all times at the address specified as Borrower’s and Leasehold Pledgor’s, as applicable, address in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of One Hundred Thousand Dollars ($100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.1110.6. (c) All Inventory is in all material respects The Pledged Securities have been validly issued and are not subject to any options to purchase or similar rights of good and marketable quality, free from material defectsany Person. (d) The Security Documents create a valid security interest in the Collateral, securing the payment of the Debt, and upon the filing in the appropriate filing offices of the financing statements to be delivered pursuant to this Agreement, such security interests will be perfected, first priority security interests, and all filings and other actions necessary to perfect such security interests will have been duly taken. Upon the exercise of its rights and remedies under the Pledge Agreement, Lender will succeed to all of the rights, titles and interest of Borrower and each Leasehold Pledgor in Mezzanine A Borrower and Mezzanine A Leasehold Pledgor, as applicable, and the general partner of its Subsidiaries is Mezzanine A Borrower and Mezzanine A Leasehold Pledgor that are limited partnerships without the sole owner consent of any other Person and will, without the Intellectual Property each respectively purports to ownconsent of any other Person, free be admitted as a limited partner of such Mezzanine A Borrower and clear a member in the general partner of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any such Mezzanine A Borrower. (e) No creditor of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is Leasehold Pledgor has in its possession any certificates that constitute or evidence the licensee that (i) prohibits Collateral or otherwise restricts Borrower or its Subsidiaries from granting the possession of which would be required to perfect a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any the Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public).

Collateral. (a) Borrower and each is the sole owner of its Subsidiaries have good title to, have rights in, and in the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan DocumentsCollateral, free and clear of any liens and all Liens except Permitted Liensis fully authorized to grant the Security Interest in and to pledge the Collateral. There is not on file in any governmental or regulatory authority, and neither Borrower nor agency or recording office an effective financing statement, security agreement or transfer or any notice of any of its Subsidiaries have the foregoing covering or affecting any Deposit Accountsof the Collateral. So long as this Loan Agreement and Note shall be in effect, Securities Accounts, Commodity Accounts Borrower shall not execute and shall not authorize the filing of in any such office or agency any such financing statement or other investment accounts other than document or instrument (except to the Collateral Accounts extent filed or recorded in favor of Lender pursuant to the other investment accounts, if any, described in terms of this Loan Agreement) without the Perfection Certificates delivered to Collateral Agent in connection herewith with respect prior written consent of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account DebtorsLender. (b) On Borrower represents and warrants that it has no place of business or offices where its respective books of account and records are kept (other than temporarily at the Effective Dateoffices of its attorneys or accountants) or places where the Collateral is stored or located, and except as disclosed on the Perfection Certificate other than at its offices at (i) the Collateral is not in the possession of any third party bailee (such as a warehouse)0000 Xxxxx Xxxxxxxx Xxxxx, #000 Xxxx Xxxx Xxxx, Xxxx 00000 and (ii) no such third party bailee possesses components of the Collateral in excess of One Hundred Thousand Dollars ($100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.1100000 Xxxx Xxxxx Xxxx Xxxxxxx, Washington 99350. (c) All Inventory is Borrower shall at all times maintain its books of account and records relating to the Collateral at its principal place of business in all material respects Utah and may not relocate such books of good account and marketable qualityrecords unless it delivers to Lender at least 30 days prior to such relocation (i) written notice of such relocation and the new location thereof (which must be within the United States) and (ii) evidence that appropriate financing statements and other necessary documents have been filed and recorded and other steps have been taken to perfect the Security Interest to create in favor of each of Lender a valid, free from material defectsperfected and continuing first priority lien in the Collateral. (d) Borrower and each has no knowledge of its Subsidiaries is the sole owner any claim that any of the Intellectual Property each respectively purports Collateral or Borrower’s use of any Collateral violates the rights of any third party. There has been no adverse decision of which Borrower is aware as to ownBorrower’s exclusive (or nonexclusive, free as the case may be) rights to use the Collateral in any jurisdiction, and, to the knowledge of Borrower there is no proceeding involving said rights pending or threatened before any court, judicial body, administrative or regulatory agency, arbitrator or other governmental authority. (e) This Loan Agreement creates in favor of the Lender a valid security interest in the Collateral, securing the payment and clear satisfaction of the Obligations (as defined in Section 6), and, upon making all Liens applicable filings, a perfected first priority security interest in the Collateral. No authorization or approval of or filing (other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor filings referred to in the immediately preceding sentence) with or notice to any of its Subsidiaries governmental authority or regulatory body is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that required either: (i) prohibits for the grant by Borrower of, or otherwise restricts the effectiveness of, the Security Interest granted hereby or for the execution, delivery and performance of this Loan Agreement by Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which the perfection of or exercise by Lender of its rights and remedies hereunder. (f) On the date of execution of this Loan Agreement, Borrower authorizes each Lender to file one or more financing statements under the UCC with respect to the Security Interest for filing in the States of Utah, Washington and Texas, and in such other jurisdictions as Lender deem necessary. (g) Borrower shall at all times maintain the Security Interest provided for hereunder as a default under or termination valid and perfected first priority security interest in the Collateral in favor of could interfere with Collateral Agent’s or any Lender’s right Lender and insure that such Security Interest remains senior to sell any all existing and hereafter created security interests and liens. Borrower shall safeguard and protect all Collateral. Borrower hereby agrees to defend the same against any and all persons. (h) Borrower will not sell, transfer, lease or otherwise dispose of any of the Collateral without the prior written consent of Lender. Notwithstanding the foregoing, Lender here authorize Borrower to complete the sale of its rights to that certain topical aromatase inhibitor cream that is has agreed to sell Eucodis Pharmaceuticals Forschungs - und Entwicklungs GmbH, an Austrian company, pursuant to the July 6, 2007 Sale and Asset Purchase Agreement (the “Eucodis Sale”). (i) Borrower shall provide written notice keep and preserve the tangible Collateral in good condition, repair and order, and shall not knowingly operate or locate any such Collateral (or cause to be operated or located) in any area excluded from insurance coverage unless, in each case, where the failure to comply with the foregoing provisions does not result in an adverse effect on the value of the Collateral Agent and each Lender or on Lender’s security interest therein. (j) Borrower shall, within ten (10) 10 days of Borrower obtaining knowledge thereof, advise Lender, in sufficient detail, of any substantial change in all or any material portion of the Collateral, and of the occurrence of any event which would have a material adverse effect on the value of the Collateral or on Lender’s security interest therein. (k) Borrower shall permit Lender and its Subsidiaries entering into or becoming bound by representatives and agents upon prior written consent to inspect the Collateral at any time during normal business hours, and to make copies of records pertaining to any material license item of Collateral as may be reasonably requested by Lender from time to time. (l) Borrower shall promptly notify Lender in sufficient detail upon becoming aware of any attachment, garnishment, execution or other material agreement with respect legal process levied against any Collateral and of any other information received by Borrower that reasonably would be expected to which have an adverse effect on the value of the Collateral, the Security Interest or the rights and remedies of Lender hereunder. (m) Borrower shall not use or permit any Collateral to be used unlawfully or in violation of any provision of this Agreement or any Subsidiary applicable statute, regulation or ordinance or any policy of insurance covering the Collateral where violation is reasonably likely to have a material adverse effect on Lender’s rights in the licensee Collateral or Lender’s ability to foreclose on the Collateral. (other than over-the-counter software that is commercially available n) Borrower shall not grant to any person or entity any rights or interest in or to any of the public)Collateral.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx gxxxx x Xxxx under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral with replacement value in excess of One Five Hundred Thousand Dollars ($100,000.00500,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection CertificatesCertificates or as otherwise disclosed pursuant to the terms of this Agreement, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public).

Collateral. (a) The Borrower will (i) warrant and each defend the right, title and interest of its Subsidiaries have good title tothe Lender in and to the Collateral and any collateral described in any Credit Document against the claims and demands of all Persons whomsoever; (ii) hold all escrow funds collected by it in respect of Collateral in trust, have rights inwithout commingling the same with non-custodial funds, and apply the power to transfer each item same for the purposes for which such funds were collected; (iii) establish and maintain, in favor of the Collateral upon which it purports to xxxxx x Xxxx under Lender, a valid and perfected first priority security interest in the Loan DocumentsCollateral, free and clear of any and adverse claims, including, without limitation, the filing of all Liens except Permitted Liensfinancing statements or other similar instruments or documents, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than delivering the Collateral Accounts Documents to the Custodian under the Custodial Agreement and this Agreement, necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the other investment accounts, if any, described first priority security interest of the Lender in the Perfection Certificates delivered Collateral and such other action to Collateral Agent in connection herewith with respect of which Borrower perfect, protect or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security more fully evidence the interest therein. The Accounts are bona fide, existing obligations of the Account DebtorsLender in the Collateral and under the Credit Documents as the Lender may request in its Permitted Discretion. Notwithstanding anything to the contrary contained in this Agreement, Borrower authorizes Lender to file an all-asset UCC financing statement. (b) On The Lender, in its Permitted Discretion, has the Effective Dateright, from time to time and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession at its own expense, to conduct due diligence of any third party bailee (such kind on any Asset that is financed by the Lender and which continues to serve as a warehouse)Collateral for the Obligations under this Agreement and the Note. Such due diligence shall include, and (ii) no such third party bailee possesses components of the Collateral in excess of One Hundred Thousand Dollars ($100,000.00). None of the components of the Collateral shall but not be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party limited to, nor is bound by, Appraisals on any material license or other material agreement with respect to which Borrower or Mortgaged Property utilizing a valuation methodology determined by the Lender in its sole and absolute discretion and environmental site assessments of such Subsidiary is Mortgaged Property in form and scope required by the licensee that (i) prohibits or otherwise restricts Borrower or Lender in its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent sole and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public)absolute discretion.

Collateral. (a) Borrower and each of its Subsidiaries have has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith with respect of and which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent Bank a perfected security interest therein, pursuant to the term of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components except as otherwise provided in the Perfection Certificate. Other than mobile equipment in the possession of the Collateral Borrower’s employees or agents in excess of an amount not to exceed One Hundred Thousand Dollars ($100,000.00). None 100,000) in the aggregate, none of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee in excess of One Hundred Thousand Dollars (c) $100,000), then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. (d) . Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to own, free own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business and clear licenses that could not result in a legal transfer of all Liens title of the licensed property but that may be exclusive in respects other than Permitted Liens. Except territory and that may be exclusive as noted on to territory only as to discrete geographical locations outside the Perfection CertificatesUnited States, neither Borrower nor any of its Subsidiaries is a party toexcept as otherwise approved by Bank in writing pursuant to Section 7.1 hereof, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public), and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. To Borrower’s knowledge, each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of One Two Hundred Fifty Thousand Dollars ($100,000.00250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.116.12. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-over the counter software that is commercially available to the public).

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest thereintherein to the extent required under this Agreement. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of One Five Hundred Thousand Dollars ($100,000.00500,000.00). None of the components of the Collateral (other than (1) inventory in transit, and (2) laptops (and related electronic computer equipment) and mobile phones) shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All unexpired Inventory is in all material respects of good and marketable quality, free from material defects, and all unexpired Inventory held out for sale is in all material respects of marketable quality. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to solely own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, in connection with the Permitted License Amendment Transaction, or as otherwise disclosed pursuant to the terms of this Agreement (to the extent Borrower is permitted to take such action resulting in the applicable update by one or more specific provisions of this Agreement), neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or other material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall promptly (and in any event within ten (10) Business Days) provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public).

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of One Hundred Thousand Dollars ($100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Notwithstanding the foregoing, documents required to be delivered pursuant to this Section 5.2(d) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower provides Collateral Agent with a link to such filing with the Securities and Exchange Commission; provided that Borrower shall promptly deliver to Collateral Agent such additional information as Collateral Agent may request.

Collateral. (a) Borrower and each of its Subsidiaries have Guarantor has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx gxxxx x Xxxx under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have Guarantor has any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with in respect of which Borrower or such Subsidiary Guarantor has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest thereintherein as required under this Agreement. The To the Knowledge of the Responsible Officers, 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 involuntary Permitted Liens that, under applicable law, have priority over Collateral Agent’s Lien. (c) On the Fifth Amendment Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse)bailee, and (ii) no such third party bailee possesses components of the Collateral in excess of One Two Hundred Fifty Thousand Dollars ($100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11250,000) individually and One Million Dollars ($1,000,000) for all such locations. (cd) All Inventory and Equipment is in all material respects of good and marketable quality, free from material defects. (de) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection CertificatesCertificate (which, upon the consummation of a transaction not prohibited by this Agreement, may be updated to reflect such transaction), neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public)Material Agreement.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have has any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest thereintherein to the extent required under Section 6.6. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of One Two Hundred Fifty Thousand Dollars ($100,000.00250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates Certificate on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to ownown (except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public and other non-material Intellectual Property licensed to Borrower or its Subsidiaries, and (c) material Intellectual Property licensed to Borrower or its Subsidiaries and noted on the Perfection Certificate), free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10concurrently with the required delivery of a Compliance Certificate pursuant to Section 6.2(b) days hereof of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-over the counter software that is commercially available to the public).

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item Each of the Collateral upon which it purports to xxxxx x Xxxx under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate Borrowers will not permit (i) the aggregate Tranche 2 Letter of Credit Exposure to exceed the lesser of (y) the aggregate Tranche 2 Commitments and (z) the aggregate Collateral is not Value at such time, (ii) the Tranche 2 Letter of Credit Exposure pertaining to it to exceed the Collateral Value in its Custodial Account, (iii) the rating of any security included within the calculation of Collateral Value to be less than the minimum rating assigned to such security on Schedule 1.1(b), or (iv) other than U.S. Government Securities, no single issue or issuer shall comprise greater than 10% of the Collateral at any time; provided that but subject to Section 9.2(c), if (A) the aggregate Tranche 2 Letter of Credit Exposure at any time shall exceed the lesser of (y) the aggregate Tranche 2 Commitments and (z) the aggregate Collateral Value at such time or (B) the Tranche 2 Letter of Credit Exposure pertaining to any Borrower at any time shall exceed the Collateral Value in such Borrower’s Custodial Account at such time, the Borrowers shall have three (3) Business Days to deposit additional Collateral (or cash collateral as set forth in Section 3.7 in the possession event the Tranche 2 Letter of any third party bailee Credit Exposure exceeds the Tranche 2 Commitments) having an aggregate Collateral Value at least equal to such excess into its Custodial Account. The Borrowers may from time to time add Collateral to or sell, deliver, transfer or otherwise withdraw Collateral from its Custodial Account (such as a warehouseincluding, without limitation, by trading of securities), but only so long as (x) immediately after giving effect thereto no Default or Event of Default would exist and (y) with respect to the addition or termination (or removal as Collateral) of Custodial Accounts, the Borrowers comply with any applicable restrictions and conditions set forth in the Security Documents. At any time when (i) a Collateral Value Report reveals that the Collateral Value of the Collateral in a Borrower’s Custodial Account exceeds the Tranche 2 Letter of Credit Exposure pertaining to such Borrower and (ii) no Default or Event of Default has occurred and is continuing, such third party bailee possesses components of the Collateral in excess of One Hundred Thousand Dollars ($100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide may request by written notice to the Administrative Agent to release Collateral having a Collateral Value equal to such excess, and the Administrative Agent shall release and each Lender within ten (10) days of direct the Custodian to release such excess Collateral to such Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public)upon their order.

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