Common use of Collateral Clause in Contracts

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower does not have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or other investment accounts, if any, described in the Perfection Certificate delivered to Collateral Agent in connection herewith, or of which Borrower has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein as required pursuant to the terms of this Agreement. On the Effective Date, 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, as of the Effective Date, no such third party bailee possesses components of the Collateral in excess of One Hundred Thousand Dollars ($100,000). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate on the Effective Date or as permitted pursuant to Section 6.11. All Inventory is in all material respects of good and marketable quality, free from material defects, except Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. Borrower is the sole owner of the Intellectual Property it purports to own, except for non-exclusive licenses granted to its customers in the ordinary course of business and over-the-counter software that is commercially available for the public. Except as noted on the Perfection Certificate, as of the Effective Date, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is a licensee that (i) prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or 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 within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as 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. (i) Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. The security interests and Liens granted to Lender under this Agreement and the other Loan Documents to which Borrower does not 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 with respect to Permitted Liens. The Accounts or other investment accountsare bona fide, if any, described in the Perfection Certificate delivered to Collateral Agent in connection herewith, or of which Borrower has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein as required pursuant to the terms of this Agreement. On the Effective Date, 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, as existing obligations of the Effective Date, no such third party bailee possesses components of the Collateral in excess of One Hundred Thousand Dollars Account Debtors. ($100,000). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate on the Effective Date or as permitted pursuant to Section 6.11. ii) All Inventory is in all material respects of good and marketable quality, free from material defects, except Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. . (iii) Borrower is the sole owner of the Intellectual Property it purports to ownits intellectual property, except for non-exclusive licenses granted to its customers in the ordinary course of business business. Each patent is valid and over-the-counter software that is commercially available for the public. Except as noted on the Perfection Certificate, as enforceable and no part of the Effective Dateintellectual property of the Borrower 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. (iv) Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is a the licensee (A) that (i) prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or 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 Lender within ten (10) days of entering or becoming bound by any such license or agreement which is reasonably likely to have a material impact on Borrower’s business or financial condition (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Collateral Agent reasonably Lender requests to obtain the consent of, or waiver by, any person Person whose consent or waiver is necessary for (xY) 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 oror agreement, whether now existing or entered into in the future, and (yZ) Collateral Agent shall Lender to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Collateral AgentLender’s rights and remedies under this Agreement and the other Loan Documents.

Collateral. Borrower has good title to(a) Except for the security interest granted to the Investors under this Agreement and Permitted Liens, has rights in, the Company is the sole legal and the power to transfer equitable owner of each item of the Collateral upon in which it purports to xxxxx x Xxxx grant a security interest hereunder. I (b) No effective security agreement, free financing statement, equivalent security or lien instrument or continuation statement covering all or any part of the Collateral exists, except such as may have been filed by the Company in favor of the Investors pursuant to this Agreement and clear of any and all Liens except for Permitted Liens. Borrower does not have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or other investment accounts, if any, described in the Perfection Certificate delivered to Collateral Agent in connection herewith, or of which Borrower has given Collateral Agent notice . (c) This Agreement creates a legal and taken such actions as are necessary to give Collateral Agent a perfected valid security interest therein as required pursuant to the terms of this Agreement. On the Effective Date, the Collateral is not on and 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, as of the Effective Date, no such third party bailee possesses components all of the Collateral in excess which the Company now has rights. (d) The Company has paid or will pay when due all taxes, fees, assessments and other charges now or hereafter imposed upon the Collateral except for any tax, fee, assessment or other charge the validity of One Hundred Thousand Dollars which is being contested in good faith by appropriate proceedings and so long as the Company has set aside on its books adequate reserves With respect thereto. ($100,000). e) Schedule 4.7(e) hereto lists, as to the 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 Collateral, (v) location of leased facilities and name of lessor/sublessor, (vi) any fictitious names used by the Company, and (vii) all 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 components 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 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 part of the Company to be performed thereunder, 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 pending patent applications. The Company will give prompt written notice to the Collateral Agent of any default or alleged default by any party 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 it must comply with respect to its ownership of the Collateral. (k) The Company shall be maintained at locations other than 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 casualties and contingencies and of such types and in such amounts as disclosed is customary in the Perfection Certificate on case of similar businesses and will, upon the Effective Date 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) sell, assign (by operation of law or as permitted pursuant to Section 6.11. All Inventory is in all material respects otherwise) or otherwise dispose of good and marketable quality, free from material defectsany of the Collateral, except Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. Borrower is the sole owner of the Intellectual Property it purports to own, except for non-exclusive licenses granted to its customers in the ordinary and usual course of business and over-the-counter software that is commercially available for the public. Except or as noted on the Perfection Certificate, as of the Effective Date, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is a licensee that (i) prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, permitted by this Agreement; or (ii) for which a default under create or termination suffer to exist any lien or other charge or encumbrance upon or with respect to any of could interfere with the Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice secure indebtedness owing to Collateral Agent within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). 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 entity, except for the security interest created by this Agreement. (xo) Borrower’s interest in all such licenses The Company will defend any proceeding which may affect title to or agreements to be deemed “Collateral” and for Collateral Agent and each Lender to have a the Investor's security interest in it that might otherwise be restricted or prohibited the Collateral, and will indemnify and hold harmless the Investor for all costs and expenses incurred by law or by the terms of it, including reasonable attorney's fees, in connection with any such license orproceeding. The Company agrees to indemnify the Investor from and against any and all claims, whether now existing losses and liabilities, costs and expenses (including, without limitation, reasonable attorney's fees), arising out of or entered into in resulting from the future, and (y) Collateral Agent shall have the ability in the event Company's breach of a liquidation of any Collateral to dispose of such Collateral in accordance with Collateral Agent’s rights and remedies under this Agreement and (including, without limitation, enforcement of this Agreement upon such breach), except claims, losses or liabilities resulting from the other Loan DocumentsInvestor's gross negligence or willful misconduct.

Collateral. Borrower has (a) Issuer and each Guarantor have good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderunder the Note Documents, free and clear of any and all Liens except Permitted Liens. Borrower does not have , and neither Issuer nor any 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 Certificate Certificates delivered to Collateral Agent and the Purchasers in connection herewith, or herewith in respect of which Borrower Issuer or such Guarantor has given Collateral Agent and the Purchasers notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein as required pursuant to the terms of 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 bailee, and (such as a warehouseii) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 and, as of the Effective Date, no such third party bailee possesses possessed components of the Collateral in excess of One Hundred Thousand Million Dollars ($100,0001,000,000). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate on the Effective Date or as permitted pursuant to Section 6.11. . (d) All Inventory and Equipment is in all material respects of good and marketable quality, free from material defects, except Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. Borrower . (e) Issuer and each Guarantor is the sole owner of the Intellectual Property it each respectively purports to own, except for free and clear of all Liens other than Permitted Liens and non-exclusive licenses granted to its customers in the ordinary course of business and overfor off-the-counter shelf software that is commercially available for to the public. Except as noted on the Perfection CertificateCertificate (which, as upon the consummation of the Effective Datea transaction not prohibited by this Agreement, Borrower may be updated to reflect such transaction), neither Issuer nor any of Guarantor is not a party to, nor is bound by, any material license or other agreement with respect Material Agreement. (f) Each employee and contractor of Issuer and its Subsidiaries involved in development or creation of any material Intellectual Property has assigned any and all inventions and ideas of such Person in and to which Borrower is a licensee that (i) prohibits such Intellectual Property to Issuer or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other propertySubsidiary, or (ii) for which a default under or termination of except where failure to do so could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Collateral Agent not 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 expected to have a security interest Material Adverse Change, in it that might otherwise be restricted each case individually or prohibited by law in the aggregate. (g) No settlement or by the terms of any such license orconsents, whether now existing covenants not to sue, nonassertion assurances, or releases have been entered into by Issuer or any Guarantor or exist to which Issuer or such 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 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 Documentsaggregate.

Collateral. (a) Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and Borrower 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 Certificate delivered to Collateral Agent in connection herewith, or herewith with respect of which Borrower has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein as required pursuant to therein. The Accounts are bona fide, existing obligations of the terms of this Agreement. Account Debtors. (b) On the Effective Date, the Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided disclosed in the Perfection Certificate or as permitted pursuant to Section 7.2 7.2, and, as of the Effective Date, no such third party bailee possesses components of the Collateral in excess of One Hundred Fifty Thousand Dollars ($100,00050,000). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection 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, except Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. . (d) Borrower is the sole owner of the Intellectual Property it purports to own, except for (i) non-exclusive licenses granted to its customers in the ordinary course of business and licenses for the use of 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 territory 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 for 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 Certificate, as of the Effective Date, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is a the licensee that (i) prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or 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 within ten (10) days of entering into or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such commercially reasonable steps as Collateral Agent reasonably requests to obtain the consent of, or waiver by, any person Person whose consent or waiver is necessary for (xi) 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 oror agreement, whether now existing or entered into in the future, and (yii) Collateral Agent shall 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. Borrower has good title to, has rights in, and the power to transfer each item (a) 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 hereundera securities account of the Trustee, 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 Liens. Borrower does other Person, (e) such securities intermediary will not have agree with 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 investment accountsPerson and (f) such securities account and the property credited thereto shall not be subject to any lien, if any, described in the Perfection Certificate delivered to Collateral Agent in connection herewith, or of which Borrower has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein or right of set-off in favor of such securities intermediary or anyone claiming through it (other than the Trustee). Except as required pursuant to the terms of permitted by this Agreement. On the Effective DateSection 6.11 or as otherwise permitted by any Transaction Document, the Collateral is Trustee shall not in the possession of hold 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, as of the Effective Date, no such third party bailee possesses components part of the Collateral in excess through an agent or a nominee. (b) The Trustee shall not be responsible for the existence, genuineness or value of One Hundred Thousand Dollars ($100,000). None of the components any of the Collateral shall be maintained at locations other than as disclosed or for the validity, perfection, priority or enforceability of the 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 or for the payment of Taxes, charges, assessments or liens upon the Collateral. Notwithstanding anything to the contrary in the Perfection Certificate on Transaction Documents, the Effective Date Trustee shall have no responsibility for recording, filing, re-recording or as permitted pursuant re-filing any financing statement, continuation statement, document, instrument or other notice in any public office at any time or times or to Section 6.11. All Inventory is in all material respects otherwise take any action to perfect or maintain the perfection of good and marketable quality, free from material defects, except Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. Borrower is the sole owner of the Intellectual Property it purports to own, except for non-exclusive licenses any security interest granted to its customers in it under the ordinary course of business and over-the-counter software that is commercially available for the public. Except as noted on the Perfection Certificate, as of the Effective Date, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is a licensee that (i) prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or 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 within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as 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 Transaction Documents.

Collateral. (a) Borrower has and each of its Subsidiaries have good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower does not 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 Certificate Certificates delivered to Collateral Agent in connection herewith, or 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 as required pursuant to therein. The Accounts are bona fide, existing obligations of the terms of this Agreement. 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) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 and, as of the Effective Date, no such third party bailee possesses components of the Collateral in excess of One Hundred Thousand Dollars ($100,000100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate 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 Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. . (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property it each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business and over-the-counter software that is commercially available for the publicall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificates, as neither Borrower nor any of the Effective Date, Borrower 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 a 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 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 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. Borrower has good The Obligations shall be secured by (i) a perfected lien or security title to, has rights in, and security interest to be held by Agent for the power to transfer each item benefit of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower does not have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or other investment accounts, if any, described Lenders in the Perfection Certificate delivered Mortgaged Properties and certain personal property of Borrower related to Collateral Agent in connection herewiththe Mortgaged Properties, or of which Borrower has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein as required pursuant to the terms of this Agreement. On the Effective DateMortgage, the Collateral is not in the possession of any third party bailee (such as ii) a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 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). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate on the Effective Date or as permitted pursuant to Section 6.11. All Inventory is in all material respects of good and marketable quality, free from material defects, except Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. Borrower is the sole owner of the Intellectual Property it purports to own, except for non-exclusive licenses granted to its customers in the ordinary course of business and over-the-counter software that is commercially available for the public. Except as noted on the Perfection Certificate, as of the Effective Date, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is a licensee that (i) prohibits or otherwise restricts Borrower from granting a perfected security interest in Borrower’s favor of Agent for the benefit of Lenders in the personal property assets of Borrower pursuant to the Security Agreement, (iii) a perfected security interest to be held by Agent for the benefit of Lenders in the Ultra Lease and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and Security Agreement, and (vi) such license additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or agreement or security titles shall be prior and superior in right to any other property, or (ii) for which a default under or termination Person except Permitted Liens having priority by operation of could interfere with Collateral Agent’s or any Lender’s right law. Borrower agrees that all hereafter acquired assets that are added to sell any and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other portions of the Collateral. Borrower shall provide written notice to Collateral Agent within ten (10) days of entering or becoming bound by any execute such license or agreement (other than over-the-counter software that is commercially available amendments to the public). Borrower shall take Security Documents and/or additional Security Documents as Agent may require in order to add such steps as Collateral Agent reasonably requests additional assets 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 has and each its Subsidiaries have good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower does not 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 Certificate Certificates delivered to Collateral Agent in connection herewith, or 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 as required unless otherwise provided pursuant to Section 6.6. The Accounts are bona fide, existing obligations of the terms of this Agreement. 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) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 and, as of the Effective Date, no such third party bailee possesses components of the Collateral in excess of One Hundred Thousand Dollars ($100,000100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate 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 Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. . (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property it each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business and over-the-counter software that is commercially available for the publicall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificates, as neither Borrower nor any of the Effective Date, Borrower 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 a 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 such license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as 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 has and each of its Subsidiaries have good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower does not 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 Certificate Certificates delivered to Collateral Agent in connection herewith, or 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 as required pursuant to therein. The Accounts are bona fide, existing obligations of the terms of this Agreement. 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) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 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 ($100,000250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate 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 Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. . (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property it each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business and over-the-counter software that is commercially available for the publicall Liens other than Permitted Liens. Except as noted on the Perfection Certificate, as of Certificates or otherwise notified to Collateral Agent in writing after the Effective Date, 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 a 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 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 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 Guarantor has good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower does not have nor any 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 Certificate Certificates delivered to Collateral Agent in connection herewith, or herewith in respect of which Borrower or such Guarantor has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein as required pursuant to the terms of under this Agreement. 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 bailee, and (such as a warehouseii) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 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). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate on the Effective Date or as permitted pursuant to Section 6.11. 250,000) individually and One Million Dollars ($1,000,000) for all such locations. (d) All Inventory and Equipment is in all material respects of good and marketable quality, free from material defects, except Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. . (e) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property it each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business and over-the-counter software that is commercially available for the publicall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificate (which, as upon the consummation of the Effective Datea transaction not prohibited by this Agreement, may be updated to reflect such transaction), neither Borrower nor any of its Subsidiaries is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is a licensee that (i) prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or 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 within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as 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 DocumentsMaterial Agreement.

Collateral. (a) Borrower has and each of its Subsidiaries have good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower does not 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 Certificate Certificates delivered to Collateral Agent in connection herewith, or 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 as required pursuant to by Section 6.6. The Accounts are bona fide, existing obligations of the terms of this Agreement. 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) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 and, as of the Effective Date, no such third party bailee possesses components of the Collateral in excess of One Hundred Thousand Dollars ($100,000100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate 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 Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. . (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property it each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business and over-the-counter software that is commercially available for the publicall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificates, as neither Borrower nor any of the Effective Date, Borrower 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 a 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 such license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as 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. Borrower has (a) Each Credit Party and each of their Subsidiaries have good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower does not 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 Certificate Certificates delivered to Collateral Agent in connection herewith, or 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 as (to the extent required pursuant to Section 6.6 hereof). The Accounts are bona fide, existing obligations of the terms of this Agreement. Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificates (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 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 ($100,000250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate 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 Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. Borrower . (d) Each Credit Party and each of their Subsidiaries is the sole owner of the Intellectual Property it each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business and over-the-counter software that is commercially available for the publicall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificates, as neither Borrower nor any of the Effective Date, Borrower 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 a the licensee that (i) prohibits or otherwise restricts Borrower any Credit Party or 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 after any Credit Party or any of their Subsidiaries entering into or becoming bound by any such material license or 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 reasonably and any Lender requests to obtain the consent of, or waiver by, any person Person whose consent or waiver is necessary for (xi) Borrower’s interest in all such 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 it 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 oror material agreement, whether now existing or entered into in the future, and (yii) 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 has and each its Subsidiaries have good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower does not 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 Certificate Certificates delivered to Collateral Agent in connection herewith, or 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 as required pursuant to therein. The Accounts are bona fide, existing obligations of the terms of this Agreement. Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate, none of the Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided where the book value of such Collateral in the Perfection Certificate or as permitted pursuant to Section 7.2 and, as possession of the Effective Date, no such third party any bailee possesses components of the Collateral is in excess of One Hundred Thousand Dollars ($100,000100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate 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, except Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. . (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property it each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business and over-the-counter software that is commercially available for the publicall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificates, as neither Borrower nor any of the Effective Date, Borrower 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 a 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 such license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall, and shall cause its Subsidiaries to, take such commercially reasonable steps as Collateral Agent reasonably and any Lender requests to obtain the consent of, or waiver by, any person Person whose consent or waiver is necessary for (xi) Borrower’s interest in 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 oror agreement, whether now existing or entered into in the future, and (yii) 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 has good title to, has rights in, and has the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower does not have any has no Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or other investment accounts, if any, described in permitted by the Perfection Certificate delivered to Collateral Agent in connection herewith, or terms of Section 6.6 hereof with respect of which Borrower 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 as required pursuant to therein. The Accounts are bona fide, existing obligations of the terms of this Agreement. Account Debtors. (b) On the Effective Date, the Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided disclosed in the Perfection Certificate or as permitted pursuant to Section 7.2 Certificate, 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 ($100,00025,000). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection 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, except Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. Borrower is the sole owner of the Intellectual Property it purports to own, except for non-exclusive licenses granted to its customers in the ordinary course of business and over-the-counter software that is commercially available for the public. . (d) Except as noted on the Perfection Certificate, as of the Effective Date, Date Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is a licensee that (ia) prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or 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 within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such commercially reasonable 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 Law or by the terms of any such license oror agreement, whether now existing or entered into in the future, and (y) Collateral Agent shall 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.

Collateral. (a) Borrower has and each its Subsidiaries have good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx gxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower does not 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 Certificate Certificates delivered to Collateral Agent in connection herewith, or 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 as required pursuant (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. 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 bailee, and (such as a warehouseii) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 and, as of the Effective Date, no such third party bailee possesses components of the Collateral in excess of One Hundred Fifty Thousand Dollars ($100,00050,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate on the Effective Date or as permitted pursuant to Section 6.11. . (d) All Inventory and Equipment is in all material respects of good and marketable quality, free from material defects, except Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. . (e) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property it each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business and over-the-counter software that is commercially available for the publicall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificates, as neither Borrower nor any of the Effective Date, Borrower its Subsidiaries is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is a licensee that (i) prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or 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 within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as 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 DocumentsMaterial Agreement.

Collateral. (a) Borrower has and each its Subsidiaries have good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx gxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower does not 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 Certificate Certificates delivered to Collateral Agent in connection herewith, or 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 as required pursuant other than with respect to Excluded Accounts. The Accounts are bona fide, existing obligations of the terms of this Agreement. 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) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 and, as of the Effective Date, no such third party bailee possesses components of the Collateral in excess of One Hundred Thousand Dollars ($100,000100,000.00). 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 Certificate 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 Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. . (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property it each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business and over-the-counter software that is commercially available for the publicall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificates, as neither Borrower nor any of the Effective Date, Borrower 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 a 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 such license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as 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 has and each its Subsidiaries have good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower does not 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 Certificate Certificates delivered to Collateral Agent in connection herewith, or 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 as required pursuant to therein. The Accounts are bona fide, existing obligations of the terms of this Agreement. 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) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 and, as of the Effective Date, 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)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 Certificate 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 Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. . (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property it each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business and over-the-counter software that is commercially available for the publicall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificates, as neither Borrower nor any of the Effective Date, Borrower 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 a 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 such material license or 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 has and each its Subsidiaries have good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower does not 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 Certificate Certificates delivered to Collateral Agent in connection herewith, or 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 as required pursuant to therein. The Accounts are bona fide, existing obligations of the terms of this Agreement. 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) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 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 ($100,000250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate 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 Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. . (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property it each respectively purports to own, except for non-exclusive (a) licenses granted to its customers in the ordinary course of business and business, (b) over-the-counter software that is commercially available for 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 CertificateCertificates, as neither Borrower nor any of the Effective Date, Borrower 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 a 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 such material license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as 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. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower does not have has no Collateral Accounts at or with 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 other investment accounts, if any, described in the Perfection Certificate delivered to Collateral Agent Bank in connection herewith, or of herewith and which Borrower has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent Bank a perfected security interest therein as required therein, pursuant to the terms term of this AgreementSection 6.6(b). On The Accounts are bona fide, existing obligations of the Effective Date, the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 and, as of the Effective Date, no such third party bailee possesses components of the and except for Collateral in excess of valued at less than One Hundred Fifty Thousand Dollars ($100,000)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 Certificate on the Effective Date or as permitted pursuant to Section 6.117.2 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, except Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. Borrower is the sole owner of the Intellectual Property it purports to own, except for non-exclusive licenses granted to its customers in the ordinary course of business and over-the-counter software that is commercially available for the public. Except as noted on the Perfection Certificate, as of the Effective Date, Borrower is not a party to, nor is it bound by, any material license or other agreement with respect to which Borrower is a licensee that (i) prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or 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 within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as 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 DocumentsRestricted License.

Collateral. Borrower has good title to, has rights in, (a) The due and the power to transfer each item punctual payment of the Collateral upon which it purports to xxxxx x Xxxx hereunderprincipal of, free and clear of any and all Liens except Permitted Liens. Borrower does not have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or other investment accountspremium, if any, described 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 and the Notes and the Note Guarantees and the Collateral Documents, shall be secured by second-priority Liens and security interests, subject to Permitted Liens, as provided in the Perfection Certificate delivered to Collateral Documents and the Intercreditor Agreements. (b) The Company and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in connection herewithtrust for the benefit of all of the Holders and the Trustee, or of which Borrower has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein as required in each case pursuant to the terms of this Agreement. On the Effective DateCollateral Documents and the Intercreditor Agreements, and the Collateral Agent is hereby authorized to execute and deliver the Collateral Documents and the Intercreditor Agreements. (c) Each Holder, by its acceptance of any Notes and the Note Guarantees, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreements (including, without limitation, the provisions providing for foreclosure) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Collateral Agent to perform its obligations and exercise its rights under the Collateral Documents and the Intercreditor Agreements in accordance therewith. (d) The Trustee and each Holder, by accepting the Notes and the Note Guarantees, acknowledges that, as more fully set forth in the Collateral Documents and the Intercreditor Agreements, the Collateral is not as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Collateral Documents 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, as respect of the Effective Date, no such third party bailee possesses components of Trustee and the Holders is subject to and qualified and limited in all respects by the Collateral Documents and the Intercreditor Agreements and actions that may be taken thereunder. (e) Notwithstanding anything stated in excess of One Hundred Thousand Dollars ($100,000). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate on the Effective Date or as permitted pursuant to Section 6.11. All Inventory is in all material respects of good and marketable quality, free from material defects, except Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. Borrower is the sole owner of the Intellectual Property it purports to own, except for non-exclusive licenses granted to its customers in the ordinary course of business and over-the-counter software that is commercially available for the public. Except as noted on the Perfection Certificate, as of the Effective Date, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is a licensee that (i) prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or 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 within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available this Indenture to the public). Borrower shall take such steps as Collateral Agent reasonably requests to obtain contrary, the consent ofCompany, or waiver bythe Guarantors, 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 the Trustee, the Collateral Agent and each Lender the Holders agree that the Notes shall not be required to have a security interest in it that might otherwise be restricted or prohibited by law or secured by the terms Collateral until the Collateral Due Date and the Company and Guarantors shall not be required to execute any documents evidencing the creation or perfection of any such license or, whether now existing or entered into security interests in the future, and (y) Collateral Agent shall have for the ability in benefit of the event of a liquidation of any Holders until the Collateral to dispose of such Collateral in accordance with Collateral Agent’s rights and remedies under this Agreement and the other Loan DocumentsDue Date.

Collateral. (a) Borrower has and each its Subsidiaries have good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower does not 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 Certificate Certificates delivered to Collateral Agent in connection herewith, or 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 as required pursuant to therein. The Accounts are bona fide, existing obligations of the terms of this Agreement. 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) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 and, as of the Effective Date, no such third party bailee possesses components of the Collateral in excess of One Hundred Thousand Dollars ($100,000100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate 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 Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. . (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property it each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business and over-the-counter software that is commercially available for the publicall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificates, as neither Borrower nor any of the Effective Date, Borrower 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 a 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 such license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as 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. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower does not have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment has no deposit accounts other than the Collateral Accounts or other investment deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Collateral Agent Bank in connection herewith, or of which Borrower has given Collateral Agent Bank notice and taken such actions as are necessary to give Collateral Agent Bank a perfected security interest therein as required pursuant to therein. The Accounts are bona fide, existing obligations of the terms of this AgreementAccount Debtors. On the Effective Date, the The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 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)Certificate. None of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificate on the Effective Date or as permitted pursuant to Section 6.117.2. Borrower shall at all times during the term of this Agreement maintain at least two-thirds of its Inventory (based upon the fair market value of all Inventory) at Borrower’s 000 Xxxxxx Xxxx Xxxxx, Xxxxxxx, Xxxxxxxxxxxxx location and at other locations of the Borrower for which Bank has received a landlord’s waiver in form and substance reasonably satisfactory to Bank. All Inventory is in all material respects of good and marketable quality, free from material defects. Axcelis Technologies, except Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. Borrower is Inc. and Axcelis Technologies CCS Corporation, either individually or jointly, are the sole owner owners of the Intellectual Property it intellectual property which Borrower owns or purports to own, 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 business. Each patent which Borrower owns or purports to own is valid and over-the-counter software enforceable and no part of the intellectual property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that is commercially available for any part of the publicintellectual property violates the rights of any third party. Except as noted on the Perfection Certificate, as of the Effective Date, Borrower is not a party to, nor is it bound by, any material license or other agreement with respect to which Borrower is a licensee that (i) prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or 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 within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as 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 DocumentsRestricted License.

Collateral. (a) Borrower has and each its Subsidiaries have good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower does not 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 Certificate Certificates delivered to Collateral Agent in connection herewith, or 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 as required pursuant to the terms extent required under Section 6.6. The Accounts are bona fide, existing obligations of this Agreement. 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) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 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 ($100,000250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate 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 Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. . (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property it each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business and over-the-counter software that is commercially available for the publicall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificates, as neither Borrower nor any of the Effective Date, Borrower 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 a 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 such license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as 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 has and each its Subsidiaries have good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower does not 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 Certificate Certificates delivered to Collateral Agent in connection herewith, or 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 as required pursuant to the terms extent required under Section 6.6. To Borrower’s or such Subsidiary’s knowledge, the Accounts are bona fide, existing obligations of this Agreement. 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) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 and, as of the Effective Date, no such third party bailee possesses components of the Collateral in excess of One Hundred Thousand Dollars ($100,000100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate 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 Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. . (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property it each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business and over-the-counter software that is commercially available for the publicall Liens other than Permitted Liens. Except as noted on the Perfection Certificate, Certificates or as of disclosed to Collateral Agent after the Effective DateDate pursuant to the following sentence, 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 a 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 such license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall, and shall cause its Subsidiaries to, take such commercially reasonable steps as Collateral Agent reasonably and any Lender requests to obtain the consent of, or waiver by, any person Person whose consent or waiver is necessary for (xi) Borrower’s interest in 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 oror agreement, whether now existing or entered into in the future, and (yii) 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 has and each its Subsidiaries have good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower does not 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 Certificate delivered to Collateral Agent in connection herewith, or 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 as required pursuant to therein. The Accounts are bona fide, existing obligations of the terms of this Agreement. 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) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 and, as of the Effective Date, no such third party bailee possesses components of the Collateral in excess of One Hundred Thousand Dollars ($100,000100,000.00). 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 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, except Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. . (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property it each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business and over-the-counter software that is commercially available for the publicall Liens other than Permitted Liens. Except as noted on the Perfection Certificate, as neither Borrower nor any of the Effective Date, Borrower 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 a 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 such license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall, and shall cause its Subsidiaries to, take such commercially reasonable steps as Collateral Agent reasonably and any Lender requests to obtain the consent of, or waiver by, any person Person whose consent or waiver is necessary for (xi) Borrower’s interest in 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 oror agreement, whether now existing or entered into in the future, and (yii) 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 has and each its Subsidiaries have good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower does not 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 Certificate Certificates delivered to Collateral Agent in connection herewith, or herewith 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 therein as required pursuant to the terms of 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 bailee, and (such as a warehouseii) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 and, as of the Effective Date, no such third party bailee possesses components of the Collateral in excess of One Hundred Thousand Dollars ($100,000100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate on the Effective Date or as permitted pursuant to Section 6.11. . (d) All Inventory and Equipment is in all material respects of good and marketable quality, free from material defects, except Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. . (e) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property it each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business and over-the-counter software that is commercially available for the publicall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificate (which, as upon the consummation of the Effective Datea transaction not prohibited by this Agreement, may be updated to reflect such transaction), neither Borrower nor any of its Subsidiaries is not a party to, nor is bound by, any material license Material Agreement. (f) None of Borrower or any of its Subsidiaries has used any software or other agreement with respect materials that are subject to which 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 Borrower is a licensee that or used in any Borrower products to have to be (i) prohibits distributed to third parties at no charge or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license minimal charge, (ii) licensed to third parties for the purpose of creating modifications or agreement or any other propertyderivative works, or (iiiii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right subject to sell any Collateral. Borrower shall provide written notice to Collateral Agent within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). 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 DocumentsOpen Source License.

Collateral. (a) Borrower has and each of its Subsidiaries have good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower does not 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 Certificate Certificates delivered to Collateral Agent in connection herewith, or 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 as required pursuant to therein. The Accounts are bona fide, existing obligations of the terms of this Agreement. 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) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 and, as of the Effective Date, no such third party bailee possesses components of the Collateral in excess of One Hundred Thousand Dollars ($100,000100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate 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 Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. . (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property it each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business and over-the-counter software that is commercially available for the publicall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificates, as neither Borrower nor any of the Effective Date, Borrower 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 a 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 such material license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall, and shall cause its Subsidiaries to, take such commercially reasonable steps as Collateral Agent reasonably and any Lender requests to obtain the consent of, or waiver by, any person Person whose consent or waiver is necessary for (xi) Borrower’s interest in all such 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 oror agreement, whether now existing or entered into in the future, and (yii) 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 has and each its Subsidiaries have good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower does not 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 Certificate Certificates delivered to Collateral Agent in connection herewith, 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 as required pursuant to the terms of 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 bailee, and (such as a warehouseii) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 and, as of the Effective Date, no such third party bailee possesses components of the Collateral in excess of One Hundred Fifty Thousand Dollars ($100,00050,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate on the Effective Date or as permitted pursuant to Section 6.11. . (d) All Inventory and Equipment is in all material respects of good and marketable quality, free from material defects, except Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. . (e) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property it each respectively purports to ownown necessary for its operations other than licenses permitted hereunder, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business and over-the-counter software that is commercially available for the publicall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificates or as otherwise disclosed in writing to Collateral Agent, as neither Borrower nor any of the Effective Date, Borrower its Subsidiaries is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is a licensee that (i) prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or 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 within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as 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 DocumentsMaterial Agreement.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item (a) The Trustee shall hold such of the Collateral upon and the Issuer Pledged Collateral as consists of instruments, deposit accounts, securities 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 and the Issuer Pledged 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 hereundera securities account of the Trustee, 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 (including cash) 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 Liens. Borrower does other Person, (e) such securities intermediary will not have agree with 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 investment accountsPerson and (f) such securities account and the property credited thereto (including cash) shall not be subject to any lien, if any, described in the Perfection Certificate delivered to Collateral Agent in connection herewith, or of which Borrower has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein as required pursuant to the terms or right of this Agreement. On the Effective Date, the Collateral is not set-off in the possession favor of any third party bailee such securities intermediary or anyone claiming through it (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 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). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate on the Effective Date or as permitted pursuant to Section 6.11. All Inventory is in all material respects of good and marketable quality, free from material defects, except Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. Borrower is the sole owner of the Intellectual Property it purports to own, except for non-exclusive licenses granted to its customers in the ordinary course of business and over-the-counter software that is commercially available for the publicTrustee). Except as noted on permitted by this Section 6.12 or as otherwise permitted by any Deal Document, the Perfection Certificate, as Trustee shall not hold any part of the Effective DateCollateral, Borrower is the Issuer Pledged Equity or the Issuer Pledged Collateral through an agent or a nominee. (b) The Trustee shall not a party tobe responsible for the existence, nor is bound bygenuineness or value of any of the Collateral, the Issuer Pledged Equity or the Issuer Pledged Collateral or for the validity, perfection, priority or enforceability of the liens in any material license of the Collateral, the Issuer Pledged Equity or the Issuer Pledged Collateral, for the validity or sufficiency of the Collateral, the Issuer Pledged Equity or the Issuer Pledged Collateral, for the validity of the title of the Issuer or the Equityholder to the Collateral, the Issuer Pledged Equity or the Issuer Pledged Collateral, for insuring the Collateral, the Issuer Pledged Equity or the Issuer Pledged Collateral, or for the payment of taxes, charges, assessments or liens upon the Collateral, the Issuer Pledged Equity or the Issuer Pledged Collateral. Notwithstanding anything to the contrary in this Indenture or the other Deal Documents, the Trustee shall have no responsibility for recording, filing, re-recording or re-filing any financing statement, continuation statement, document, instrument or other agreement with respect notice in any public office at any time or times or to which Borrower is a licensee that (i) prohibits otherwise take any action to perfect or otherwise restricts Borrower from granting a maintain the perfection of any security interest in Borrower’s interest in such license or 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 within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as 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 Deal Documents.

Collateral. Borrower has good title to(a) The Pledgors will cause the Collateral to constitute at all times 100% of the total number of shares of each class of Capital Stock of each Issuer then outstanding and 100% of all Intercompany Notes issued to any Pledgor at any time whatsoever (provided, has rights inthat, in addition to the pledge of non-Voting Stock of an Issuer, not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on any Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall be required to be pledged hereunder). (b) So long as no Event of Default shall have occurred and be continuing, the Pledgors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Collateral for all purposes not inconsistent with the terms of this Agreement, the Credit Agreement, the Notes or any other instrument or agreement referred to herein or therein, provided that the Pledgors jointly and severally agree that they will not vote the Collateral in any manner that is inconsistent with the terms of this Agreement, the Credit Agreement, the Notes or any such other instrument or agreement; and the Administrative Agent shall execute and deliver to the Pledgors or cause to be executed and delivered to the Pledgors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the power Pledgors may reasonably request for the purpose of enabling the Pledgors to transfer each item exercise the rights and powers that they are entitled to exercise pursuant to this Section 5.4(b). (c) The Pledgors shall be entitled to receive and retain any dividends on the Collateral paid in cash out of earned surplus unless and until an Event of Default has occurred and is continuing. The Pledgors shall be entitled to receive any dividends on the Collateral paid in cash to the extent necessary to fund Restricted Payments permitted pursuant to the penultimate paragraph of Section 9.15 of the Credit Agreement (“Permitted Distributions”), whether or not an Event of Default has occurred and is continuing. (d) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Administrative Agent, the Canadian Administrative Agent or any Lender exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Credit Agreement, the Notes or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Collateral (other than Permitted Distributions) shall be paid directly to the Administrative Agent and retained by it in the Collateral Account as part of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower does not have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or other investment accounts, if any, described in the Perfection Certificate delivered to Collateral Agent in connection herewith, or of which Borrower has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein as required pursuant subject to the terms of this Agreement. On , and, if the Effective DateAdministrative Agent shall so request in writing, the Collateral Pledgors jointly and severally agree to execute and deliver to the Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, provided that if such Event of Default is not in cured, any such dividend or distribution theretofore paid to 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 andAdministrative Agent shall, as upon request of the Effective Date, no such third party bailee possesses components of the Collateral in excess of One Hundred Thousand Dollars Pledgors ($100,000). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate on the Effective Date or as permitted pursuant to Section 6.11. All Inventory is in all material respects of good and marketable quality, free from material defects, except Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. Borrower is the sole owner of the Intellectual Property it purports to own, except for non-exclusive licenses granted to its customers in the ordinary course of business and over-the-counter software that is commercially available for the public. Except as noted on the Perfection Certificate, as of the Effective Date, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is a licensee that (i) prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or 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 within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the publicextent theretofore applied to the Secured Obligations). 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 returned by the terms of any such license or, whether now existing or entered into in Administrative Agent to 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 DocumentsPledgors.

Collateral. The obligations of the Borrower has good title toin respect of the Facility and at the Borrower’s option, has in respect of Permitted Interest Rate Xxxxxx (as defined below) shall be secured by, in each case, to the extent owned by the Borrower (a) a perfected first priority security interest in all of the Investments, including Eligible Assets and Temporary Investments owned by the Borrower, (b) a pledge by the Borrower of 100% of the equity interests of the Financing Subsidiaries owned by the Borrower, (c) the Borrower’s rights inunder Permitted Interest Rate Xxxxxx, (d) all other existing and future assets and property of the Borrower, including the Custodial Account and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free Interest Reserve Account (as such terms are defined below) and clear of (e) any and all Liens except Permitted Liens. Borrower does not have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than proceeds of the Collateral Accounts or other investment accounts, if any, described in the Perfection Certificate delivered to Collateral Agent in connection herewith, or of which Borrower has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein as required pursuant to the terms of this Agreement. On the Effective Dateforegoing (collectively, 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, as of the Effective Date, no such third party bailee possesses components of the Collateral in excess of One Hundred Thousand Dollars ($100,000“Collateral”). None of Notwithstanding the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate on the Effective Date or as permitted pursuant to Section 6.11. All Inventory is in all material respects of good and marketable qualityforegoing, free from material defects, except Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. Borrower is the sole owner of the Intellectual Property it purports to own, except for non-exclusive licenses granted to its customers in the ordinary course of business and over-the-counter software that is commercially available for the public. Except as noted on the Perfection Certificate, as of the Effective Date, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is a licensee that (i) prohibits if a Half Turn Election is in effect, in connection with the incurrence of permitted Third Party Debt by a Financing Subsidiary, Eligible Assets may be contributed to such Financing Subsidiary or otherwise restricts Borrower from granting a security interest in Borrower’s interest in may be acquired by such license Financing Subsidiary and will not constitute or agreement or any other propertywill cease to constitute, or as the case may be, Collateral and will be available to secure such Third Party Debt and (ii) for the Borrower may elect to secure Permitted Interest Rate Xxxxxx with cash collateral on customary terms, in which case such collateral will not constitute Collateral and will not be included in the calculation of the Asset Coverage Ratio (as defined below) or the Leverage Ratio (as defined below). CUSTODIAL ACCOUNT Eligible Assets and Temporary Investments held by the Borrower will be maintained in a default under or termination Custodial Account (the “Custodial Account”). All Investment Proceeds in respect of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Investments held by the Borrower shall provide written notice to Collateral Agent within ten (10) days of entering or becoming bound but not the Investment Proceeds from Investments held by any Financing Subsidiary unless and until such license or agreement (other than over-the-counter software that is commercially available proceeds are distributed to the public). Borrower by such Financing Subsidiary) received during each Collection Period shall take such steps as Collateral Agent reasonably requests to obtain be deposited into the consent of, or waiver by, any person whose consent or waiver is necessary Custodial Account for (x) Borrower’s interest in all such licenses or agreements to be deemed “Collateral” allocation 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 distribution in accordance with Collateral Agent’s rights and remedies under this Agreement and the other Priority of Payments on the related Loan Documents.Payment Date, except in the instance of a withdrawal by the General Partner in accordance with the conditions specified therein. Amounts on deposit in the Custodial Account may be invested in Temporary Investments as determined by the General Partner. INTEREST RESERVE ACCOUNT The Borrower shall establish an interest reserve account (the

Collateral. (a) Borrower has and each its Subsidiaries have good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower does not 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 Certificate Certificates delivered to Collateral Agent in connection herewith, or 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 as required pursuant to therein. The Accounts are bona fide, existing obligations of the terms of this Agreement. 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) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 and, as of the Effective Date, no such third party bailee possesses components of the Collateral in excess of One Hundred Fifty Thousand Dollars ($100,00050,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate 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 Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. . (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property it 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 for non-exclusive licenses granted to its customers the extent such claim could not reasonably be expected to result in the ordinary course of business and over-the-counter software that is commercially available for the publica Material Adverse Change. Except as noted on the Perfection CertificateCertificates, as neither Borrower nor any of the Effective Date, Borrower 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 a 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 such license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall, and shall cause its Subsidiaries to, take such commercially reasonable steps as Collateral Agent reasonably and any Lender requests to obtain the consent of, or waiver by, any person Person whose consent or waiver is necessary for (xi) Borrower’s interest in 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 oror agreement, whether now existing or entered into in the future, and (yii) 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 has and each of its Subsidiaries have good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower does not 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 Certificate Certificates delivered to Collateral Agent in connection herewith, or 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 as required pursuant to therein. The Accounts are bona fide, existing obligations of the terms of this Agreement. 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) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 and, as of the Effective Date, no such third party bailee possesses components of the Collateral in excess of One Hundred Thousand Dollars ($100,000100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate Certificates on the Effective Date or as permitted pursuant to Section 6.11. 6.10. (c) All Inventory is in all material respects of good and marketable quality, free from material defects, except Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. . (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 it each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business and over-the-counter software that is commercially available for the publicall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificates, as neither Borrower nor any of the Effective Date, Borrower 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 a 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 such license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as 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 has and each of its Subsidiaries have good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx gxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower does not 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 Certificate Certificates delivered to Collateral Agent in connection herewith, or 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 as required pursuant to therein. The Accounts are bona fide, existing obligations of the terms of this Agreement. 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) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 and, as of the Effective Date, no such third party bailee possesses components of the Collateral in excess of One Hundred Thousand Dollars ($100,000100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate 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 Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. . (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property it each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business and over-the-counter software that is commercially available for the publicall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificates, as neither Borrower nor any of the Effective Date, Borrower 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 a 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 such license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter over‑the‑counter software that is commercially available to the public). 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 has and each its Subsidiaries have good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower does not 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 Certificate Certificates delivered to Collateral Agent in connection herewith, or 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 as required pursuant to therein. The Accounts are bona fide, existing obligations of the terms of this Agreement. 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) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 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 ($100,000250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate 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 Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. . (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property it each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business and over-the-counter software that is commercially available for the publicall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificates, as neither Borrower nor any of the Effective Date, Borrower 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 a 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 such license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as 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 has and each its Subsidiaries have good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower does not 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 Certificate Certificates delivered to Collateral Agent in connection herewith, or 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 or as required pursuant to otherwise permitted under Section 6.6. The Accounts are bona fide, existing obligations of the terms of this Agreement. 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) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 and, as of the Effective Date, no such third party bailee possesses components of the Collateral in excess of One Hundred Thousand Dollars ($100,000100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate 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 Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. . (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property it each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business and over-the-counter software that is commercially available for the publicall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificates, as and except for Permitted Licenses, neither Borrower nor any of the Effective Date, Borrower 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 a 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 within ten (10) days and each Lender of Borrower or any of its Subsidiaries entering into or becoming bound by any such license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as 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 case 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 Documentsnext Compliance Certificate due hereunder.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower does not have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment has no deposit accounts other than the Collateral Accounts or other investment deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Collateral Agent Bank in connection herewith, or of which Borrower has given Collateral Agent Bank notice and taken such actions as are necessary to give Collateral Agent Bank a perfected security interest therein therein. The Accounts are bona fide, existing obligations of the Account Debtors. All Inventory is in all material respects of good and marketable quality, free from material defects. All Financed Equipment is new, except for such Financed Equipment that has been disclosed in writing to Bank by Borrower as required pursuant “used” and that Bank, in its sole discretion, has agreed to the terms of this Agreementfinance. On the Effective Date, the The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 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)Certificate. None of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificate on the Effective Date or as permitted pursuant to Section 6.117.2. All Inventory is In the event that Borrower, after the date hereof, intends to store with, or otherwise deliver to, a bailee any portion of the Collateral having a balue in excess of Fifty Thousand Dollars ($50,000.00) in any location and not to exceed One Hundred Thousand Dollars ($100,000.00) in the aggregate for all material respects locations, then Borrower will first receive the written consent of good Bank and marketable quality, free from material defects, except Inventory for which adequate reserves have been made such bailee must execute and deliver a bailee agreement in amounts reasonably acceptable form and substance satisfactory to LendersBank in its sole discretion. Borrower is the sole owner of the Intellectual Property it purports to ownits intellectual property, except for non-exclusive licenses granted to its customers in the ordinary course of business business. Each of Borrower’s patents is valid and over-the-counter software enforceable, and no part of Borrower’s 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 is commercially available for the public. Except as noted on the Perfection Certificate, as any part of the Effective Date, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is a licensee that (i) prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or intellectual property violates the rights of 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 within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available third party except to the public). Borrower shall take extent such steps as Collateral Agent claim could not 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 expected 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 Agentmaterial adverse effect on Borrower’s rights and remedies under this Agreement and the other Loan Documentsbusiness.

Collateral. (a) Borrower has and each its Subsidiaries have good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower does not 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 Certificate Certificates delivered to Collateral Agent in connection herewith, or 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 as required pursuant to therein. The Accounts are bona fide, existing obligations of the terms of this Agreement. 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) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 and, as of the Effective Date, no such third party bailee possesses components of the Collateral in excess of One Hundred Thousand Dollars ($100,000100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate 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 made in amounts reasonably acceptable to Lenders. established and maintained. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property it each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business and over-the-counter software that is commercially available for the publicall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificates, as neither Borrower nor any of the Effective Date, Borrower 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 a 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 such license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as 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 has and each its Subsidiaries have good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower does not 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 Certificate Certificates delivered to Collateral Agent in connection herewith, or 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 as required pursuant to therein. The Accounts are bona fide, existing obligations of the terms of this Agreement. 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) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 and, as of the Effective Date, no such third party bailee possesses components of the Collateral with a book value in excess of One Hundred Fifty Thousand Dollars ($100,000150,000). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate Certificates on the Effective Date or as permitted pursuant to Section 6.11. All . (c) 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, except Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. . (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property it each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business and over-the-counter software that is commercially available for the publicall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificates, as neither Borrower nor any of the Effective Date, Borrower 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 a 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 such license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall, and shall cause its Subsidiaries to, take such commercially reasonable steps as Collateral Agent reasonably and any Lender requests to obtain the consent of, or waiver by, any person Person whose consent or waiver is necessary for (xi) Borrower’s interest in 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 oror agreement, whether now existing or entered into in the future, and (yii) 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 has and each its Subsidiaries have good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower does not 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 Certificate Certificates delivered to Collateral Agent in connection herewith, or 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 as required pursuant to therein. The Accounts are bona fide, existing obligations of the terms of this Agreement. 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) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 and, as of the Effective Date, no such third party bailee possesses components of the Collateral in excess of One Hundred Thousand Dollars ($100,000100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate Certificates on the Effective Date or as permitted pursuant to Section 6.11. 6.11 (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, except Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. . (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property it each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business and over-the-counter software that is commercially available for the publicall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificates, as neither Borrower nor any of the Effective Date, Borrower 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 a 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 such license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as 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 has and each of its Subsidiaries have good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx gxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower does not 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 Certificate Certificates delivered to Collateral Agent in connection herewith, or herewith with respect of which Borrower has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein as required pursuant to in the terms Collateral Accounts of this AgreementBorrower. 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) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 and, as of the Effective Date, no such third party bailee possesses components of the Collateral in excess of One Five Hundred Thousand Dollars ($100,000500,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate 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 Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. . (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property it 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 for non-exclusive licenses granted to its customers in the ordinary course of business and over-the-counter software that is commercially available for the publicextent such claim could not reasonably be expected to have a Material Adverse Change. Except as noted on the Perfection CertificateCertificates, as neither Borrower nor any of the Effective Date, Borrower 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 a 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 such license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as 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 has and each its Subsidiaries have good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower does not 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 Certificate Certificates delivered to Collateral Agent in connection herewith, or herewith 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 therein as required pursuant to the terms of 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 Disclosure Schedules (i) the Collateral is not in the possession of any third party bailee bailee, and (such as a warehouseii) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 and, as of the Effective Date, no such third party bailee possesses components of the Collateral in excess of One Hundred Fifty Thousand Dollars ($100,000150,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate on the Effective Date or as permitted pursuant to Section 6.11. . (d) All Inventory and Equipment is in all material respects of good and marketable quality, free from material defects, except Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. . (e) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property it each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business and over-the-counter software that is commercially available for the publicall Liens other than Permitted Liens. Except as noted on the Perfection CertificateDisclosure Schedules (which, as upon the consummation of the Effective Datea transaction not prohibited by this Agreement, may be updated to reflect such transaction), neither Borrower nor any of its Subsidiaries is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is a licensee that (i) prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or 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 within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as 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 DocumentsMaterial Agreement.

Collateral. (a) Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and Borrower 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 Certificate delivered to Collateral Agent in connection herewith, or herewith with respect of which Borrower has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein as required pursuant to the terms of this Agreement. therein. (b) On the Effective Date, the Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided disclosed in the Perfection Certificate or as permitted pursuant to Section 7.2 Certificate, 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). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection 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, except Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. . (d) Borrower is the sole owner of the Intellectual Property it each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course of business and over-the-counter software that is commercially available for the publicbusiness. Except as noted on the Perfection Certificate, as of the Effective Date, Borrower is not a party to, nor is bound by, any material license or other material agreement with respect to which Borrower is a the licensee that (i) prohibits or otherwise restricts Borrower from granting a security interest in Borrower’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 shall provide written notice to Collateral Agent and each Lender within ten (10) days of entering into or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such commercially reasonable steps as Collateral Agent reasonably and any Lender requests to obtain the consent of, or waiver by, any person Person whose consent or waiver is necessary for (xi) 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 oror agreement, whether now existing or entered into in the future, and (yii) 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. Borrower pursuant to any Junior Secured Obligations Security Document or by the exercise of any rights available to it under applicable law or in any bankruptcy, insolvency or similar proceeding or through any other exercise of remedies, at any time when any Senior Secured Obligations secured or intended to be secured by such Collateral shall remain outstanding or any commitment to extend credit that would constitute Senior Secured Obligations secured or intended to be secured by such Senior Lien shall remain in effect, then it shall hold such Collateral, proceeds or payment in trust for the Senior Secured Obligations Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the Senior Representative reasonably promptly after obtaining actual knowledge or notice from the Senior Secured Obligations Secured Parties that it has good title topossession of such Senior Secured Obligations Collateral or proceeds or payments in respect thereof. Each Junior Secured Obligations Secured Party agrees that if, has rights inat any time, it receives notice or obtains actual knowledge that all or part of any payment with respect to any Senior Secured Obligations previously made shall be rescinded for any reason whatsoever, such Junior Secured Obligations Secured Party shall promptly pay over to the Senior Representative any payment received by it and then in its possession or under its control in respect of any Collateral subject to any Senior Lien securing such Senior Secured Obligations and shall promptly turn any Collateral subject to any such Senior Lien then held by it over to the Senior Representative, and the power to transfer each item provisions set forth in this Agreement shall be reinstated as if such payment had not been made, until the payment and satisfaction in full of the Senior Secured Obligations. Anything contained herein to the contrary notwithstanding, this Section 2.04(b) shall not apply to any proceeds of Senior Secured Obligations Collateral upon realized in a transaction not prohibited by the Senior Documents and as to which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower does not have any Deposit Accounts, Securities Accounts, Commodity Accounts the possession or receipt thereof by the Junior Representative or other investment accounts other than the Collateral Accounts or other investment accounts, if any, described in the Perfection Certificate delivered to Collateral Agent in connection herewith, or of which Borrower has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein as required pursuant to the terms of this Agreement. On the Effective Date, the Collateral Junior Secured Obligations Secured Party 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, as of the Effective Date, no such third party bailee possesses components of the Collateral in excess of One Hundred Thousand Dollars ($100,000). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate on the Effective Date or as permitted pursuant to Section 6.11. All Inventory is in all material respects of good and marketable quality, free from material defects, except Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. Borrower is the sole owner of the Intellectual Property it purports to own, except for non-exclusive licenses granted to its customers in the ordinary course of business and over-the-counter software that is commercially available for the public. Except as noted on the Perfection Certificate, as of the Effective Date, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is a licensee that (i) prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or 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 within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as 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 Senior Documents.

Collateral. (a) Borrower and each Guarantor has good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx gxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower does not have nor any 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 Certificate Certificates delivered to Collateral Agent in connection herewith, or herewith in respect of which Borrower or such Guarantor has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein as required pursuant to the terms of under this Agreement. 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 bailee, and (such as a warehouseii) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 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). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate on the Effective Date or as permitted pursuant to Section 6.11. 250,000) individually and One Million Dollars ($1,000,000) for all such locations. (d) All Inventory and Equipment is in all material respects of good and marketable quality, free from material defects, except Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. . (e) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property it each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business and over-the-counter software that is commercially available for the publicall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificate (which, as upon the consummation of the Effective Datea transaction not prohibited by this Agreement, may be updated to reflect such transaction), neither Borrower nor any of its Subsidiaries is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is a licensee that (i) prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or 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 within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as 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 DocumentsMaterial Agreement.

Collateral. (a) Borrower has and each its Subsidiaries have good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx gxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower does not 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 Certificate Certificates delivered to Collateral Agent in connection herewith, or 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 as required pursuant to therein. The Accounts are bona fide, existing obligations of the terms of this Agreement. 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, as of the Effective Date, and (ii) no such third party bailee possesses components of the Collateral in excess of One Hundred Thousand Dollars ($100,000100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate 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 Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. . (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property it each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business and over-the-counter software that is commercially available for the publicall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificates, as neither Borrower nor any of the Effective Date, Borrower 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 a 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 such license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as 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. Borrower has (a) Issuer and each Guarantor have good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx gxxxx x Xxxx hereunderunder the Note Documents, free and clear of any and all Liens except Permitted Liens. Borrower does not have , and neither Issuer nor any 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 Certificate Certificates delivered to Collateral Agent and the Purchasers in connection herewith, or herewith in respect of which Borrower Issuer or such Guarantor has given Collateral Agent and the Purchasers notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein as required pursuant to the terms of 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 bailee, and (such as a warehouseii) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 and, as of the Effective Date, no such third party bailee possesses components of the Collateral in excess of One Five Hundred Thousand Dollars ($100,000500,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate on the Effective Date or as permitted pursuant to Section 6.11. . (d) All Inventory and Equipment is in all material respects of good and marketable quality, free from material defects, except Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. Borrower . (e) Issuer and each of its Subsidiaries is the sole owner of the Intellectual Property it each respectively purports to own, except for free and clear of all Liens other than Permitted Liens and non-exclusive licenses granted to its customers in the ordinary course of business and overfor off-the-counter shelf software that is commercially available for to the public. Except as noted on the Perfection CertificateCertificate (which, as upon the consummation of the Effective Datea transaction not prohibited by this Agreement, Borrower may be updated to reflect such transaction), neither Issuer nor any of its Subsidiaries is not a party to, nor is bound by, any material license or other agreement with respect Material Agreement. (f) None of Issuer or any of its Subsidiaries has used any software or other materials that are subject to which Borrower is 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 licensee manner that would cause any software or other materials owned by any Issuer or used in any Issuer products to have to be (i) prohibits distributed to third parties at no charge or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license minimal charge, (ii) licensed to third parties for the purpose of creating modifications or agreement or any other propertyderivative works, or (iiiii) 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 within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available subject to the public). Borrower shall take terms of such steps as Collateral Agent Open Source License. (g) Each employee and contractor of Issuer and its Subsidiaries involved in development or creation of any material 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 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 expected to have a security interest Material Adverse Change, in it that might otherwise be restricted each case individually or prohibited by law in the aggregate. (h) No settlement or by the terms of any such license orconsents, whether now existing covenants not to sxx, nonassertion assurances, or releases have been entered into by Issuer or any of its Subsidiaries or exist to which Issuer or 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 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 Documentsaggregate.

Collateral. Borrower has good title to(a) The Trustee, has rights in, each Noteholder and the power to transfer each item Issuer hereby acknowledge and agree that the Trustee shall hold the Collateral for the security and benefit of the Collateral upon which it purports Trustee and the Noteholders from time to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower does not have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or other investment accounts, if any, described in the Perfection Certificate delivered to Collateral Agent in connection herewith, or of which Borrower has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein as required time pursuant to the terms hereof. Each Noteholder, by accepting a Note, consents and agrees to the terms hereof (including the provisions providing for the possession, use, release and foreclosure of this AgreementCollateral), and irrevocably appoints the Trustee as its agent, and authorizes the Trustee to act as its agent, for purposes of acquiring, holding and perfecting all liens and security interests on the Collateral. On The Issuer hereby authorizes the Effective Date, 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 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 granted pursuant to the Granting Clause. This Indenture shall constitute a security agreement within the meaning of Section 7.2 and, as 9-102(73) of the Effective Date, no UCC. (b) The Trustee shall hold such third party bailee possesses components of the Collateral as consists of instruments, deposit accounts, negotiable documents, money, goods, letters of credit and advices of credit in excess the State of One Hundred Thousand Dollars ($100,000)New York. None of the components The Trustee shall hold such of the Collateral as constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Trustee (which agreement shall be maintained at locations other than as disclosed in governed by the Perfection Certificate on the Effective Date or as permitted pursuant to Section 6.11. All Inventory is in all material respects of good and marketable quality, free from material defects, except Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. Borrower is the sole owner laws of the Intellectual Property it purports to own, except for non-exclusive licenses granted to its customers in the ordinary course State of business and over-the-counter software that is commercially available for the public. Except as noted on the Perfection Certificate, as of the Effective Date, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is a licensee New York) that (i) prohibits or otherwise restricts Borrower from granting such investment property shall at all times be credited to a security interest in Borrower’s interest in such license or agreement or any other propertysecurities account of the Trustee, or (ii) for which such 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 default under 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 termination right of could interfere with Collateral Agent’s set-off in favor of such securities intermediary or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent within ten (10) days of entering or becoming bound by any such license or agreement anyone claiming through it (other than over-the-counter software that is commercially available to the publicTrustee). Borrower Except as permitted by this Section 6.12 or as otherwise permitted by any Transaction Document, the Trustee shall take such steps as not hold any part of the Collateral Agent reasonably requests to obtain through an agent or a nominee. (c) The Trustee shall not be responsible for the consent ofexistence, genuineness or waiver byvalue of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any person whose consent or waiver is necessary for (x) Borrower’s interest in all such licenses or agreements to be deemed “of the Collateral” and for Collateral Agent and each Lender to have a security interest in it that might otherwise be restricted or prohibited , whether impaired by operation of law or by the terms reason of any action or omission to act on its part hereunder, except to the extent such license oraction or omission constitutes negligence or willful misconduct on the part of the Trustee, whether now existing for the validity or entered into 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 futureTrustee 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) The Noteholders hereby authorize and direct the Trustee to execute and deliver an Intercreditor Agreement upon the written request of the Issuer, and (y) Collateral Agent the Trustee shall have execute and deliver the ability applicable Intercreditor Agreement in connection with the event of a liquidation incurrence by the Issuer of any Collateral to dispose of such Collateral in accordance with Collateral Agent’s rights and remedies under Subordinated Indebtedness permitted by this Agreement and the other Loan DocumentsIndenture.

Collateral. Co-Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderunder this Agreement and other Loan Documents, free and clear of any and all Liens except Permitted Liens. Co-Borrower does not have has no Collateral Accounts at or with any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than Bank or Bank’s Affiliates except for (i) the Collateral Accounts or other investment accounts, if any, described in the Perfection Certificate delivered to Collateral Agent in connection herewith, Bank on or of prior to the Effective Date or (ii) which Co-Borrower has given Collateral Agent Bank notice and of, provided that in each case Co-Borrower has taken such actions as are necessary to give Collateral Agent Bank a perfected security interest therein as therein, to the extent required by and pursuant to the terms of this AgreementSection 6.8(c). On The Accounts are bona fide, existing obligations of the Effective Date, Account Debtors. The Collateral with a value in excess of Two Hundred Fifty Thousand Dollars ($250,000) in the Collateral aggregate is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate delivered to Bank on or prior to the Effective Date or, so long as permitted pursuant to Co-Borrowers are in compliance with the requirements set forth in Section 7.2 andherein, as of the Effective Date, no such third party bailee possesses components of the notified to Bank by Co-Borrowers in writing from time to time in accordance with Section 7.2. Other than Collateral in excess of One with a value not to exceed Two Hundred Fifty Thousand Dollars ($100,000). None 250,000) in the aggregate, none of the components of the Collateral (other than mobile equipment in the possession of Borrower’s employees or agents and inventory in transit) shall be maintained at locations other than as disclosed provided in the Perfection Certificate on the Effective Date or as permitted pursuant to Section 6.117.2. All Inventory is in all material respects of good and marketable quality, free from material defects, except Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. Co-Borrower is the sole owner of the Intellectual Property which it owns or purports to own, own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business and over-the-counter software that is commercially available for the public. Except as noted on the Perfection Certificatebusiness, as of the Effective Date, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is a licensee that (ib) prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or 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 within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public, and (c) Intellectual Property licensed to Co-Borrower and noted on the Perfection Certificate or otherwise disclosed to Bank in accordance with the requirements set forth herein. 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 Co-Borrower’s knowledge, no claim has been made to Borrower in writing alleging 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 otherwise disclosed to Bank pursuant to Section 6.10(c). , Co-Borrower shall take such steps as Collateral Agent reasonably requests to obtain the consent ofis not a party to, or waiver nor is it bound 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 DocumentsRestricted License.

Collateral. (a) Borrower has and each of its Subsidiaries have good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower does not 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 Certificate Certificates delivered to Collateral Agent in connection herewith, 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 as required pursuant to therein. The Accounts are bona fide, existing obligations of the terms of this Agreement. 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) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 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 ($100,000250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate 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 Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. . (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property it each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business and over-the-counter software that is commercially available for the publicall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificates 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, as neither Borrower nor any of the Effective Date, Borrower 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 a 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 such license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as 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 has and each its Subsidiaries have good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx gxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower does not 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 Certificate delivered to Collateral Agent in connection herewith, or herewith 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 therein as required pursuant to the terms of 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 (other than mobile equipment such as laptop computers in the possession of Borrower’s employees in the ordinary course of business) is not in the possession of any third party bailee bailee, and (such as a warehouseii) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 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 ($100,000250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate on the Effective Date or as permitted pursuant to Section 6.11. . (d) All Inventory and Equipment is in all material respects of good and marketable quality, free from material defects, except Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. . (e) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property it each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business and over-the-counter software that is commercially available for the publicall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificate (which, as upon the consummation of the Effective Datea transaction not prohibited by this Agreement, may be updated to reflect such transaction), neither Borrower nor any of its Subsidiaries is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is a licensee that (i) prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or 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 within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as 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 DocumentsMaterial Agreement.

Collateral. Borrower has (a) Issuer and each Guarantor have good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderunder the Note Documents, free and clear of any and all Liens except Permitted Liens. Borrower does not have , and neither Issuer nor any 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 Certificate Certificates delivered to Collateral Agent and the Purchasers in connection herewith, or herewith in respect of which Borrower Issuer or such Guarantor has given Collateral Agent and the Purchasers notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein as required pursuant to the terms of 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 bailee, and (such as a warehouseii) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 and, as of the Effective Date, no such third party bailee possesses components of the Collateral in excess of One Five Hundred Thousand Dollars ($100,000500,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate on the Effective Date or as permitted pursuant to Section 6.11. . (d) All Inventory and Equipment is in all material respects of good and marketable quality, free from material defects, except Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. Borrower . (e) Issuer and each of its Subsidiaries is the sole owner of the Intellectual Property it each respectively purports to own, except for free and clear of all Liens other than Permitted Liens and non-exclusive licenses granted to its customers in the ordinary course of business and overfor off-the-counter shelf software that is commercially available for to the public. Except as noted on the Perfection CertificateCertificate (which, as upon the consummation of the Effective Datea transaction not prohibited by this Agreement, Borrower may be updated to reflect such transaction), neither Issuer nor any of its Subsidiaries is not a party to, nor is bound by, any material license or other agreement with respect Material Agreement. (f) None of Issuer or any of its Subsidiaries has used any software or other materials that are subject to which Borrower is 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 licensee manner that would cause any software or other materials owned by any Issuer or used in any Issuer products to have to be (i) prohibits distributed to third parties at no charge or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license minimal charge, (ii) licensed to third parties for the purpose of creating modifications or agreement or any other propertyderivative works, or (iiiii) 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 within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available subject to the public). Borrower shall take terms of such steps as Collateral Agent Open Source License. (g) Each employee and contractor of Issuer and its Subsidiaries involved in development or creation of any material 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 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 expected to have a security interest Material Adverse Change, in it that might otherwise be restricted each case individually or prohibited by law in the aggregate. (h) No settlement or by the terms of any such license orconsents, whether now existing covenants not to xxx, nonassertion assurances, or releases have been entered into by Issuer or any of its Subsidiaries or exist to which Issuer or 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 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 Documentsaggregate.

Collateral. (a) Borrower has and each its Subsidiaries have good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower does not 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 Certificate Certificates delivered to Collateral Agent in connection herewith, or 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 as required pursuant to therein. The Accounts are bona fide, existing obligations of the terms of this Agreement. 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) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 and, as of the Effective Date, no such third party bailee possesses components of the Collateral in excess of One Hundred Thousand Dollars ($100,000100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate 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 Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. . (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property it each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business and over-the-counter software that is commercially available for the publicall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificates, as neither Borrower nor any of the Effective Date, Borrower 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 a 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 such license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall, and shall cause its Subsidiaries to, take such commercially reasonable steps as Collateral Agent reasonably and any Lender requests to obtain the consent of, or waiver by, any person Person whose consent or waiver is necessary for (xi) Borrower’s interest in all such licenses or agreements with respect to which Borrower or any Subsidiary is the licensee to be deemed “Collateral” 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 oror agreement, whether now existing or entered into in the future, and (yii) 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 has and each its Subsidiaries have good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower does not 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 Certificate Certificates delivered to Collateral Agent in connection herewith, or of herewith with respect to 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 as required pursuant to therein. The Accounts are bona fide, existing obligations of the terms of this Agreement. 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) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 and, as of the Effective Date, no such third party bailee possesses components of the Collateral in excess of One Hundred Thousand Dollars ($100,000100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate 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 Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. . (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property it each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business and over-the-counter software that is commercially available for the publicall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificates, as neither Borrower nor any of the Effective Date, Borrower 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 a 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 such license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as 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 Guarantor has good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower does not nor any Guarantor or any of 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 Certificate Certificates delivered to Collateral Agent in connection herewith, or herewith with respect of which Borrower each Loan Party has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein as required pursuant therein, in each case, to the terms extent required by Section 6.6. The Accounts are bona fide, existing obligations of this Agreement. 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) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 and, as of the Effective Date, no such third party bailee possesses components of the Collateral with an aggregate value in excess of One Five Hundred Thousand Dollars ($100,000500,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate 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 Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. . (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property it each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business and over-the-counter software that is commercially available for the publicall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificates, as neither Borrower nor any of the Effective Date, Borrower 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 a 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 within ten (10) days Business Days of Borrower or any of its Subsidiaries entering into or becoming bound by any such material license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as 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 has and each its Subsidiaries have good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx gxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower does not 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 Certificate Certificates delivered to Collateral Agent in connection herewith, or 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 as required pursuant to the terms extent required hereunder. The Accounts are bona fide, existing obligations of this Agreement. 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) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 and, as of the Effective Date, no such third party bailee possesses components of the Collateral in excess of One Five Hundred Thousand Dollars ($100,000500,000.00). None of the components of the Collateral valued in excess of Five Hundred Thousand Dollars ($500,000.00) in the aggregate shall be maintained at locations other than as disclosed in the Perfection Certificate 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 Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. . (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property it 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 for non-exclusive licenses granted to its customers in the ordinary course of business and over-the-counter software that is commercially available for the publicextent such claim could not reasonably be expected to have a Material Adverse Change. Except as noted on the Perfection CertificateCertificates, as neither Borrower nor any of the Effective Date, Borrower 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 a 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 such license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter over‑the‑counter software that is commercially available to the public). 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. Borrower has (a) Issuer and each Guarantor have good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderunder the Note Documents, free and clear of any and all Liens except Permitted Liens. Borrower does not have , and neither Issuer nor any 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 Certificate Certificates delivered to Collateral Agent and the Purchasers in connection herewith, or herewith in respect of which Borrower Issuer or such Guarantor has given Collateral Agent and the Purchasers notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein as required pursuant to the terms of 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 bailee, and (such as a warehouseii) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 and, as of the Effective Date, no such third party bailee possesses components of the Collateral in excess of One Hundred Thousand Million Dollars ($100,0001,000,000). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate on the Effective Date or as permitted pursuant to Section 6.11. . (d) All Inventory and Equipment is in all material respects of good and marketable quality, free from material defects, except Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. Borrower . (e) Issuer and each Guarantor is the sole owner of the Intellectual Property it each respectively purports to own, except for free and clear of all Liens other than Permitted Liens and non-exclusive licenses granted to its customers in the ordinary course of business and overfor off-the-counter shelf software that is commercially available for to the public. Except as noted on the Perfection CertificateCertificate (which, as upon the consummation of the Effective Datea transaction not prohibited by this Agreement, Borrower may be updated to reflect such transaction), neither Issuer nor any of Guarantor is not a party to, nor is bound by, any material license or other agreement with respect Material Agreement. (f) Each employee and contractor of Issuer and its Subsidiaries involved in development or creation of any material Intellectual Property has assigned any and all inventions and ideas of such Person in and to which Borrower is a licensee that (i) prohibits such Intellectual Property to Issuer or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other propertySubsidiary, or (ii) for which a default under or termination of except where failure to do so could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Collateral Agent not 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 expected to have a security interest Material Adverse Change, in it that might otherwise be restricted each case individually or prohibited by law in the aggregate. (g) No settlement or by the terms of any such license orconsents, whether now existing covenants not to xxx, nonassertion assurances, or releases have been entered into by Issuer or any Guarantor or exist to which Issuer or such 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 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 Documentsaggregate.

Collateral. (a) Borrower has and each its Subsidiaries have good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx gxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower does not 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 Certificate Certificates delivered to Collateral Agent in connection herewith, or 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 as required pursuant to therein. The Accounts are bona fide, existing obligations of the terms of this Agreement. Account Debtors. (b) On the Effective Date, the Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided disclosed in the Perfection Certificate or as permitted pursuant to Section 7.2 Certificate, 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)) except as disclosed in the Perfection Certificate. None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate 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 Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. . (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property it each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business and over-the-counter software that is commercially available for the publicall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificates, as neither Borrower nor any of the Effective Date, Borrower 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 a 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 such license or agreement with respect to with Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall, and shall cause its Subsidiaries to, take such commercially reasonable steps as Collateral Agent reasonably and any Lender requests to obtain the consent of, or waiver by, any person Person whose consent or waiver is necessary for (xi) Borrower’s interest in 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 oror agreement, whether now existing or entered into in the future, and (yii) 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 has and each its Subsidiaries have good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower does not 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 Certificate Certificates delivered to Collateral Agent in connection herewith, or 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 as required pursuant to therein. The Accounts are bona fide, existing obligations of the terms of this Agreement. 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) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 and, as of the Effective Date, no such third party bailee possesses components of the Collateral in excess of One Five Hundred Thousand Dollars ($100,000500,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate 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, except Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. . (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property it each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business and over-the-counter software that is commercially available for the publicall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificates, as neither Borrower nor any of the Effective Date, Borrower 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 a 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 such license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as 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 has and each its Subsidiaries have good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower does not 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 Certificate Certificates delivered to Collateral Agent in connection herewith, or 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 as to the extent required pursuant by Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral located in the United States, subject only to Permitted Liens that are permitted by the terms of this Agreement. Agreement to have priority to Collateral Agent’s Lien. (c) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral (other than mobile equipment in the possession of Borrower’s employees in the ordinary course of business) is not in the possession of any third party bailee bailee, and (such as a warehouseii) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 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 ($100,000250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate on the Effective Date or as permitted pursuant to Section 6.11. . (d) All Inventory and Equipment is in all material respects of good and marketable quality, free from material defects, except Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. . (e) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property it each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business and over-the-counter software that is commercially available for the publicall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificates, as neither Borrower nor any of the Effective Date, Borrower its Subsidiaries is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is a licensee that (i) prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or 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 within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as 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 DocumentsMaterial Agreement.

Collateral. (a) Each Borrower has and each Guarantor have good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower does not have nor any 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 Certificate Certificates delivered to Collateral Agent and the Lenders in connection herewith, or herewith in respect of which such Borrower or such Guarantor has given Collateral Agent and the Lenders notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein as required pursuant to the terms of 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 bailee, and (such as a warehouseii) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 and, as of the Effective Date, no such third party bailee possesses components of the Collateral in excess of One Five Hundred Thousand Dollars ($100,000500,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate on the Effective Date or as permitted pursuant to Section 6.11. . (d) All Inventory and Equipment is in all material respects of good and marketable quality, free from material defects, except Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. Borrower . (e) Holdings and each of its Subsidiaries is the sole owner of the Intellectual Property it each respectively purports to own, except for free and clear of all Liens other than Permitted Liens and non-exclusive licenses granted to its customers in the ordinary course of business and overfor off-the-counter shelf software that is commercially available for to the public. Except as noted on the Perfection CertificateCertificate (which, as upon the consummation of the Effective Datea transaction not prohibited by this Agreement, Borrower may be updated to reflect such transaction), neither Holdings nor any of its Subsidiaries is not a party to, nor is bound by, any material license or other agreement with respect Material Agreement. (f) Neither Holdings nor any of its Subsidiaries has used any software or other materials that are subject to which 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 Borrower is a licensee that or used in any Borrower products to have to be (i) prohibits distributed to third parties at no charge or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license minimal charge, (ii) licensed to third parties for the purpose of creating modifications or agreement or any other propertyderivative works, or (iiiii) 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 within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available subject to the public). Borrower shall take terms of such steps as Collateral Agent Open Source License. (g) Each employee and contractor of Holdings and its Subsidiaries involved in development or creation of any material Intellectual Property has assigned any and all inventions and ideas of such Person in and to such Intellectual Property to Holdings or such Subsidiary, except where failure to do so could not 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 expected to have a security interest Material Adverse Change, in it that might otherwise be restricted each case individually or prohibited by law in the aggregate. (h) No settlement or by the terms of any such license orconsents, whether now existing covenants not to xxx, nonassertion assurances, or releases have been entered into by Holdings or any of its Subsidiaries or exist to which Holdings or 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 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 Documentsaggregate.

Collateral. (a) Borrower has and each its Subsidiaries have good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower does not 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 Certificate Certificates delivered to Collateral Agent in connection herewith, or 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 as required pursuant to therein. The Accounts are bona fide, existing obligations of the terms of this Agreement. 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) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 and, as of the Effective Date, no such third party bailee possesses components of the Collateral in excess of One Five Hundred Thousand Dollars ($100,000500,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate 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 Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. . (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property it each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business and over-the-counter software that is commercially available for the publicall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificates, as neither Borrower nor any of the Effective Date, Borrower 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 a 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 such license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter over‑the‑counter software that is commercially available to the public). 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 has and each its Subsidiaries have good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower does not 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 Certificate Certificates delivered to Collateral Agent in connection herewith, or 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 as required pursuant to therein. The Accounts are bona fide, existing obligations of the terms of this Agreement. Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate and except with respect to Collateral at clinical sites, with contract manufacturers, wholesalers and resellers which hold non-commercial drug inventory, clinical and commercial drug product, or drug raw material and drug work-in process inventory (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 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)[*]. None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate Certificates on the Effective Date Date, at clinical sites, with contract manufacturers, wholesalers and resellers which hold non-commercial drug inventory, clinical and commercial drug product, or drug raw material and drug work-in process inventory, 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 Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. . (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property it each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business and over-the-counter software that is commercially available for the publicall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificates, as neither Borrower nor any of the Effective Date, Borrower 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 a 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 such license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter over‑the‑counter software that is commercially available to the public). 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. (1) Except as otherwise provided or referenced in this Agreement, each Borrower has good good, marketable and indefeasible title to, has rights into the Collateral, and the power to transfer each item Collateral is free from all encumbrances and rights of setoff of any kind (other than Permitted Liens). (2) Except as otherwise provided or referenced in this Agreement, no Borrower will hereafter, without Xxxxxx’s prior written consent, sell, pledge, encumber, assign or otherwise dispose of any of the Collateral upon which it purports other than in the ordinary course of business and consistent with past practice or permit any lien or security interest to xxxxx x Xxxx hereunder, free and clear exist thereon except to Lender (other than Permitted Liens). (3) Upon the filing of any and all Liens except Permitted Liens. Borrower does not have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or other investment accounts, if any, described UCC-1 financing statements in the Perfection Certificate delivered to Collateral Agent in connection herewithappropriate filing office, or of which Borrower has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent Lender will have a perfected security interest therein as required pursuant (subject only to Permitted Liens and subject in priority only to the terms of this Agreement. On the Effective Date, Carve-Out and Prepetition Permitted Liens) in the Collateral is not (including, without limitation, after-acquired Collateral at the time any Borrower acquires rights therein) to the extent that a security interest in the possession of any third party bailee Collateral can be perfected by such filing. (such as a warehouse4) except Except as otherwise provided or referenced in this Agreement, each Borrower will defend the Perfection Certificate Collateral against all claims and demands of all persons at any time claiming the same or as permitted pursuant to Section 7.2 andany interest therein. (5) Set forth in Schedule 4.17(5) hereto is a complete and accurate list, as of the Effective Date, no of each Deposit Account, Securities Account and Commodities Account of each Borrower, together with the name and address of each institution at which each such third party bailee possesses components account is maintained, the account number for each such account and a description of the Collateral purpose of each such account. (6) The Pledged Issuers set forth in excess Schedule 4.17(6) identified as a Subsidiary of One Hundred Thousand Dollars ($100,000). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate a Borrower are each such Borrower’s only Subsidiaries existing on the Effective Date or as permitted pursuant to Section 6.11Date. All Inventory is in all material respects of good and marketable quality, free from material defects, except Inventory for which adequate reserves The Pledged Shares have been made in amounts reasonably acceptable to Lenders. Borrower is duly authorized and validly issued and the sole owner Pledged Shares of the Intellectual Property it purports to own, except for non-exclusive licenses granted to its customers in the ordinary course of business and over-the-counter software any issuer that is commercially available for a corporation are fully paid and nonassessable and the publicholders thereof are not entitled to any preemptive, first refusal or other similar rights. Except as noted on in Schedule 4.17(6) hereto, the Perfection Certificate, Pledged Shares constitute 100% of the issued shares of Equity Interests of the Pledged Issuers as of the Effective Date, Borrower is not a party to, nor is bound by, any material license or date hereof. All other agreement with respect to which Borrower is a licensee that (i) prohibits or otherwise restricts Borrower from granting a security interest in shares of Equity Interests of each Borrower’s interest in such license or agreement or any other propertySubsidiaries constituting Pledged Interests will be duly authorized and validly issued, 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 within ten (10) days of entering or becoming bound by any such license or agreement fully paid and nonassessable (other than over-the-counter software that is commercially available to the publicEquity Interests in limited liability companies and partnerships which are validly issued and fully paid). 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 has and each its Subsidiaries have good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower does not 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 Certificate Certificates delivered to Collateral Agent in connection herewith, or 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 as required pursuant to therein. The Accounts are bona fide, existing obligations of the terms of this Agreement. 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) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 and, as of the Effective Date, no such third party bailee possesses components of the Collateral in excess of One Hundred Thousand Dollars ($100,000100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate Certificates on the Effective Date or as permitted pursuant to Section 6.11. 6.12. (c) All Inventory is in all material respects of good and marketable quality, free from material defects, except Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. . (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property it each respectively purports to own, except for (a) non-exclusive licenses granted to its customers in the ordinary course of business and business, (b) over-the-counter software that is commercially available for 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. (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 CertificateCertificates, as neither Borrower nor any of the Effective Date, Borrower 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 a 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 such license or 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). 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 has and each its Subsidiaries have good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower does not 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 Certificate Certificates delivered to Collateral Agent in connection herewith, or 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 as required pursuant other than with respect to Excluded Accounts. The Accounts are bona fide, existing obligations of the terms of this Agreement. 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) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 and, as of the Effective Date, no such third party bailee possesses components of the Collateral in excess of One Hundred Thousand Dollars ($100,000100,000.00). 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 Certificate 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 Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. . (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property it each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business and over-the-counter software that is commercially available for the publicall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificates, as neither Borrower nor any of the Effective Date, Borrower 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 a 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 such license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as 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 has good title toand Leasehold Pledgor are the sole beneficial owners of the Collateral and no Lien exists or will exist (except the Permitted Encumbrances) upon the Collateral at any time (and no right or option to acquire the same exists in favor of any other Person). The Collateral is not and will not be subject to any contractual restriction upon the transfer thereof (except for any such restriction contained in the Pledge Agreement or limited liability company agreement or partnership agreement, has as applicable, of the issuer thereof). (b) The chief place of business of Borrower and Leasehold Pledgor and the office where Borrower and Leasehold Pledgor keeps its records concerning the Collateral will be located at all times at the address specified as Borrower’s and Leasehold Pledgor’s, as applicable, address in Section 10.6. (c) The Pledged Securities have been validly issued and are not subject to any options to purchase or similar rights inof any 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 Leasehold Pledgor in each Individual Owner and each Operating Lessee, as applicable, and the power to transfer each item general partner of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free Individual Owners and clear Operating Lessees that are limited partnerships without the consent of any other Person and all Liens except Permitted Liens. Borrower does not have will, without the consent of any Deposit Accountsother Person, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or other investment accounts, if any, described be admitted as a limited partner of such Individual Owner and a member in the Perfection Certificate delivered to general partner of such Individual Owner. (e) No creditor of Borrower or Leasehold Pledgor has in its possession any certificates that constitute or evidence the Pledged Collateral Agent in connection herewith, or of which Borrower has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein as required pursuant to the terms of this Agreement. On the Effective Date, 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 which would be required to Section 7.2 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). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate on the Effective Date or as permitted pursuant to Section 6.11. All Inventory is in all material respects of good and marketable quality, free from material defects, except Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. Borrower is the sole owner of the Intellectual Property it purports to own, except for non-exclusive licenses granted to its customers in the ordinary course of business and over-the-counter software that is commercially available for the public. Except as noted on the Perfection Certificate, as of the Effective Date, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is a licensee that (i) prohibits or otherwise restricts Borrower from granting perfect a security interest in Borrower’s interest in such license or 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 Pledged Collateral. Borrower shall provide written notice to Collateral Agent within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). 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 the Loan Parties has good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower does not 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 Certificate Certificates delivered to Collateral Agent in connection herewith, or herewith with respect of which Borrower or 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 as required pursuant to therein. The Accounts receivable are, and/or when arising will be, bona fide, existing obligations of the terms of this Agreement. Account Debtors. (b) On the Effective Date, the Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided disclosed in the Perfection Certificate or as permitted pursuant to Section 7.2 Certificate, 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 ($100,000250,000). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate 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 Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. . (d) Borrower and each of the Loan Parties is the sole owner of the Intellectual Property it each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course of business and over-the-counter software that is commercially available for the publicother licenses permitted under Section 7. 1. Except as noted on the Perfection Certificate, Certificates as of the Effective Date, neither Borrower nor any of the Loan Parties is not a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Loan Party is a the licensee that (i) prohibits or otherwise restricts Borrower or such Loan Party from granting a security interest in Borrower’s or such Loan Parties’ interest in such material license or material agreement or any other property, or (ii) 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, no less frequently than quarterly, within ten thirty (1030) days after the end of each quarter, of Borrower or any of Loan Party entering into or becoming bound by any such material, inbound license or similar material agreement regarding Intellectual Property (other than over-the-counter software that is commercially available to the public). Borrower shall, and shall take such steps as Collateral Agent reasonably requests cause each Loan Party to, use commercially reasonable efforts to obtain exclude from the consent of, or waiver by, any person whose consent or waiver is necessary for (x) Borrower’s interest in all terms of such licenses or agreements (other than over-the-counter software that is commercially available to be deemed “Collateral” and for Collateral Agent and each Lender 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 have a security interest in it that might otherwise be restricted or prohibited by law or by the terms favor of any such license or, whether now existing or entered into in the future, and (y) Collateral Agent shall have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Collateral Agent’s rights and remedies under this Agreement and the other Loan Documents.

Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower does not have has no Collateral Accounts at or with 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 other investment accounts, if any, described in the Perfection Certificate delivered to Collateral Agent Bank in connection herewith, or of herewith and which Borrower has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent Bank a perfected security interest therein as required therein, pursuant to the terms term of this AgreementSection 6.6(b). On The Accounts are bona fide, existing obligations of the Effective Date, the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate Certificate. Other than mobile equipment in the possession of Borrower’s employees or as permitted pursuant agents in an amount not to Section 7.2 and, as of the Effective Date, no such third party bailee possesses components of the Collateral in excess of exceed One Hundred Thousand Dollars ($100,000). None ) in the aggregate, none of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificate on the Effective Date or as permitted pursuant to Section 6.117.2. 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 ($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, except Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. Borrower is the sole owner of the Intellectual Property which it owns or purports to own, own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business and over-the-counter software licenses that is commercially available for the public. Except as noted on the Perfection Certificate, as could not result in a legal transfer of title of the Effective Date, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is a licensee licensed property but that (i) prohibits or otherwise restricts Borrower from granting a security interest may be exclusive in Borrower’s interest in such license or 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 within ten (10) days of entering or becoming bound by any such license or agreement (respects other than territory and that may be exclusive as to territory only as to discrete geographical locations outside the United States, except as otherwise approved by Bank in writing pursuant to Section 7.1 hereof, (b) over-the-counter software that is commercially available to the public), and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. 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 shall take 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 steps claim would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as Collateral Agent reasonably requests to obtain noted on the consent ofPerfection Certificate, or waiver Borrower is not a party to, nor is it bound 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 DocumentsRestricted License.

Collateral. (a) Borrower has and each its Subsidiaries have good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower does not 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 Certificate Certificates delivered to Collateral Agent in connection herewith, or 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 as to the extent required pursuant by Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral located in the United States, subject only to Permitted Liens that are permitted by the terms of this Agreement. Agreement to have priority to Collateral Agent’s Lien. (c) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral (other than mobile equipment in the possession of Borrower’s employees in the ordinary course of business) is not in the possession of any third party bailee bailee, and (such as a warehouseii) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 and, as of the Effective Date, no such third party bailee possesses components of the Collateral in excess of One Five Hundred Thousand Dollars ($100,000500,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate on the Effective Date or as permitted pursuant to Section 6.11. . (d) All Inventory and Equipment is in all material respects of good and marketable quality, free from material defects, except Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. . (e) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property it each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business and over-the-counter software that is commercially available for the publicall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificates, as neither Borrower nor any of the Effective Date, Borrower its Subsidiaries is not a party to, nor is bound by, any material license or other agreement with respect Material Agreement. (f) None of Borrower or any of its Subsidiaries has used any software or other materials that are subject to which 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 Borrower is a licensee that or used in any Borrower products to have to be (i) prohibits distributed to third parties at no charge or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license minimal charge, (ii) licensed to third parties for the purpose of creating modifications or agreement or any other propertyderivative works, or (iiiii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right subject to sell any Collateral. Borrower shall provide written notice to Collateral Agent within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). 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.Open Source License,

Collateral. Borrower has Borrowers have good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports they purport to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower does not Borrowers have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment no deposit accounts other than the Collateral Accounts or other investment deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Collateral Agent Bank in connection herewith, or of which Borrower has Borrowers have given Collateral Agent Bank written notice and taken such actions as are necessary to give Collateral Agent Bank a perfected security interest therein as required pursuant to therein, and the terms of this AgreementExcluded Collateral Accounts. On the Effective Date, the The Collateral is not in the possession of any third party bailee (such as a warehouse) ), except as otherwise provided in the Perfection Certificate or and fully insured goods in transit in the ordinary course of business. Except as permitted pursuant hereafter disclosed to Section 7.2 andBank in writing by Borrowers, as of the Effective Date, no such third party bailee possesses components of the Collateral in excess of One Hundred Thousand Dollars ($100,000). None none of the components of the Collateral shall be maintained at locations other than (a) as disclosed provided in the Perfection Certificate on Certificate, (b) fully insured components of the Effective Date Collateral that may be located in transit between Borrower’s locations in Belgium, Italy and Hong Kong or as permitted (c) the following locations at which no more than $100,000 in the aggregate of Collateral may be located at any time: (i) mobile equipment, including computers with employees and consultants at various locations, (ii) Collateral at locations Bank has been notified of pursuant to Section 6.117.2, (iii) Collateral at temporary locations for sales, testing or demonstration purposes and (iv) other locations. All In the event that Borrowers, after the date hereof, intend to store or otherwise deliver any portion of the Collateral to a bailee, then Borrowers will first receive the written consent of Bank and such bailee must acknowledge in writing that the bailee is holding such Collateral for the benefit of Bank. The foregoing requirement for a written acknowledgement shall not apply with respect to any bailee that (i) does not have an established course of business with any Borrower and (ii) holds Collateral solely as part of a “start-up” testing regimen to establish such bailee as a regular part of the Borrower’s supply chain, provided that the exception to the written acknowledgement requirement contained in this sentence shall only apply until such bailee has entered into a formal agreement with one or more of the Borrowers. The Accounts are bona fide, existing obligations of the Account Debtors. Except for Inventory with an aggregate value, at any time, of not more than $200,000, all Inventory is in all material respects of good and marketable quality, free from material defects, except Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. Borrower is Borrowers are the sole owner legal and beneficial owners of the their Intellectual Property it purports to ownProperty, except for (a) non-exclusive licenses of Intellectual Property granted to its customers third parties in the ordinary course of business and overbusiness, (b) exclusive licenses of Intellectual Property that could not result in a legal transfer of title of the licensed property that are exclusive only in respects other than territory or exclusive as to territory only as to discreet geographical areas outside of the United States or (c) other non-the-counter software exclusive licenses of Intellectual Property that could not result in a legal transfer of title of the licensed property. Each patent that is commercially available for the public. Except as noted on the Perfection Certificate, as material to Borrowers’ business is valid and enforceable and no part of the Effective Date, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is a licensee that (i) prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or 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 within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software Intellectual Property that is commercially available material to Borrowers’ business has been judged invalid or unenforceable, in whole or in part, and to the public). Borrower shall take such steps as Collateral Agent reasonably requests to obtain best of Borrowers knowledge, no claim has been made that any part of 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 Intellectual Property violates the terms rights 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 Documentsthird party.

Collateral. (a) Borrower has good title to, has rights in, and has the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower does not have any has no Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts with SVB or the other investment accounts, if any, described in the Perfection Certificate delivered to Collateral Agent in connection herewith, or herewith with respect of which Borrower has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent for the ratable benefit of all Lenders a perfected security interest therein as required pursuant to the terms of this Agreement. therein. (b) On the Effective Date, the Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided disclosed in the Perfection Certificate or as permitted pursuant to Section 7.2 and, as of the Effective Date, no such third party bailee possesses components of the Collateral in excess of One Hundred Thousand Dollars ($100,000Schedule 5.2(b). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection 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 have such bailee 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, except Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. . (d) Borrower is the sole owner of the Intellectual Property which it owns or purports to own, own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business and business, (b) over-the-counter software that is commercially available for to the public, and (c) Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s business. (e) Except as noted on the Perfection Certificate, as of the Effective Date, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is a licensee that (i) prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or 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 within ten (10) days of entering or becoming bound by any such license or agreement (and 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 ofis not a party to, or waiver nor is bound by, any person whose consent or waiver is necessary for Restricted License. (xf) All of Borrower’s interest Material Intellectual Property, including all licenses under which Borrower is the licensee of any such Material Intellectual Property owned by another Person, are set forth on Schedule 5.2(f). Such Schedule 5.2(f) indicates in all each case the expiration date of such licenses Material Intellectual Property and whether such Material Intellectual Property (or agreements application therefor) is owned or licensed by Borrower, and in the case of any such licensed Material Intellectual Property, lists the name and address of the licensor and the name and date of the agreement pursuant to be deemed “Collateral” which such item of Material Intellectual Property is licensed, the expiration date of such license and for Collateral Agent the expiration date of the underlying Material Intellectual Property, whether or not such license is an exclusive license and each Lender whether there are any purported restrictions in such license on the ability to have Borrower to grant a security interest in it that might otherwise be restricted or prohibited by law or by the terms and/or to transfer any of any its rights as a licensee under 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 Documentslicense.

Collateral. (a) Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and Borrower 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 Certificate delivered to Collateral Agent in connection herewith, or herewith with respect of which Borrower has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein therein. The Accounts are bona fide, existing obligations of the Account Debtors. Exhibit F, as required pursuant may be updated by the Borrower in a written notice provided to Collateral Agent after the terms Effective Date, is a true, correct and complete list of this Agreement. (i) all banks and other financial institutions at which Borrower or any Subsidiary maintains Deposit Accounts and (ii) all institutions at which Borrower or any Subsidiary maintains an account holding Investment Property, and such exhibit correctly identifies the name, address and telephone number of each bank or other institution, the name in which the account is held, a description of the purpose of the account, and the complete account number therefor. (b) On the Effective Date, the Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided disclosed in the Perfection Certificate or as permitted pursuant to Section 7.2 Certificate, and, as of the Effective Date, no such third party bailee possesses components of the Collateral in excess of One Three Hundred Thousand Dollars ($100,000300,000). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection 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 to a bailee any portion of the Collateral in excess of Three Hundred Thousand Dollars ($300,000), 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, except Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. . (d) Borrower is the sole owner of the Intellectual Property it each respectively purports to own, except for non-exclusive licenses granted to its collaboration partners or customers in the ordinary course of business business. (i) Each of Borrower’s Patents is valid and overenforceable and no part of Borrower’s 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 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. Exhibit G is a true, correct and complete list of each of Borrower’s Patents, registered Trademarks, registered Copyrights, and material agreements under which Borrower licenses Intellectual Property from third parties (other than shrink-the-counter wrap software that licenses), together with application or registration numbers, as applicable, owned by Borrower or any Subsidiary, in each case as of the Effective Date. Borrower is commercially available for not in material breach of, nor has Borrower failed to perform any material obligations under, any of the publicforegoing contracts, licenses or agreements and, to Borrower’s knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunder. Except as noted on the Perfection Certificate, as of the Effective Date, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is a the licensee that (i) prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or 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 and Lenders’ right to sell any Collateral. Notwithstanding the foregoing, Borrower shall provide written notice to Collateral Agent and Lenders within ten (10) days of entering into or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such commercially reasonable steps as Collateral Agent reasonably requests to obtain the consent of, or waiver by, any person Person whose consent or waiver is necessary for (xi) 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 oror agreement, whether now existing or entered into in the future, and (yii) 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 has and each of its Subsidiaries have good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx gxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower does not nor any of its Subsidiaries that are co-borrowers or Guarantors 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 Certificate Certificates delivered to Collateral Agent in connection herewith, herewith or of which Borrower or such Subsidiary that is a co-borrower or Guarantor has given Collateral Agent notice in accordance with Section 6.6 and taken such actions as are necessary to give Collateral Agent a perfected security interest therein as required pursuant to therein. The Accounts are bona fide, existing obligations of the terms of this Agreement. 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) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 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 ($250,000.00) in book value in the aggregate (or Five Hundred Thousand Dollars ($100,000500,000.00) in book value in the aggregate for contract manufacturers identified on the Perfection Certificate). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate 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 qualityquality (it being understood that the marketability of Inventory is subject to regulatory approvals), free from material defects, except Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. . (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property it each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business and over-the-counter software that is commercially available for the publicall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificates or as notified in writing to Collateral Agent, as neither Borrower nor any of the Effective Date, Borrower 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 a 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 such license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as 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 has and each of its Subsidiaries have good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower does not 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 Certificate Certificates delivered to Collateral Agent in connection herewith, or 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 as required unless otherwise provided pursuant to Section 6.6. The Accounts are bona fide, existing obligations of the terms of this Agreement. 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) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 and, as of the Effective Date, no such third party bailee possesses components of the Collateral in excess of One Five Hundred Thousand Dollars ($100,000500,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate 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 Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. . (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property it each respectively purports to own, free and clear of all Liens other than Permitted Liens. To the best of Borrower’s knowledge, 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 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 for non-exclusive licenses granted to its customers in the ordinary course of business and over-the-counter software that is commercially available for the publicextent such claim could not reasonably be expected to have a Material Adverse Change. Except as noted on the Perfection CertificateCertificates, as neither Borrower nor any of the Effective Date, Borrower 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 a 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 such license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-(x) over the counter software that is commercially available to the public). Borrower shall take such steps as Collateral Agent reasonably requests to obtain , and (y) non-exclusive licenses (i) from contract manufacturers and clinical trial sites entered into in the consent ofordinary course of business, or waiver by, any person whose consent or waiver is necessary for (xii) on a form substantially conforming with Borrower’s interest in all such licenses or agreements form master services agreement as provided 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 futureordinary course of business, and (yiii) Collateral Agent shall have the ability from service providers of Borrower providing corporate sponsorship and/or promotional items, auditing and accounting services, human resources support services, non-proprietary information technology software, and market research entered into in the event ordinary course of a liquidation business, the principal purposes of any Collateral to dispose which do not include the acquisition of licensing rights, but which contain such Collateral non-exclusive licenses merely ancillary to, and for the limited purposes of facilitating, the principal purposes of the agreement, in accordance each case so long as Borrower has complied with Collateral Agent’s rights and remedies under this Agreement and all other applicable terms of the other Loan DocumentsDocuments applicable thereto).

Collateral. (a) Borrower and each Guarantor has good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower does not have nor any Guarantor has any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other 21 investment accounts, if any, described in the Perfection Certificate Certificates delivered to Collateral Agent in connection herewith, or herewith in respect of which Borrower or such Guarantor has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein as required pursuant to the terms of under this Agreement. 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 bailee, and (such as a warehouseii) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 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). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate on the Effective Date or as permitted pursuant to Section 6.11. 250,000) individually and One Million Dollars ($1,000,000) for all such locations. (d) All Inventory and Equipment is in all material respects of good and marketable quality, free from material defects, except Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. . (e) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property it each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business and over-the-counter software that is commercially available for the publicall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificate (which, as upon the consummation of the Effective Datea transaction not prohibited by this Agreement, may be updated to reflect such transaction), neither Borrower nor any of its Subsidiaries is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is a licensee that (i) prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or 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 within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as 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 DocumentsMaterial Agreement.

Collateral. (a) Borrower has and each its Subsidiaries have good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower does not 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 Certificate Certificates delivered to Collateral Agent in connection herewith, or 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 as required pursuant to no later than the terms date provided for such perfection in the Post Closing Letter. The Accounts are bona fide, existing obligations of this Agreement. 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) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 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 ($100,000250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate 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 Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. . (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property it each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business and over-the-counter software that is commercially available for the publicall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificates, as neither Borrower nor any of the Effective Date, Borrower 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 a 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 such license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall, and shall cause its Subsidiaries to, take such commercially reasonable steps as Collateral Agent reasonably and any Lender requests to obtain the consent of, or waiver by, any person Person whose consent or waiver is necessary for (xi) Borrower’s interest in 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 oror agreement, whether now existing or entered into in the future, and (yii) 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 has and each its Subsidiaries have good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower does not 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 Certificate Certificates delivered to Collateral Agent in connection herewith, or 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 as required pursuant to therein. The Accounts are bona fide, existing obligations of the terms of this Agreement. 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) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 and, as of the Effective Date, no such third party bailee possesses components of the Collateral in excess of One Hundred Thousand Dollars ($100,000100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate 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 Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. . (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property it each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business and over-the-counter software that is commercially available for the publicall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificates, as neither Borrower nor any of the Effective Date, Borrower 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 a 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 such material license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter over‑the‑counter software that is commercially available to the public). 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 has and each its Subsidiaries have good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower does not 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 Certificate Certificates delivered to Collateral Agent in connection herewith, or 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 as required pursuant to therein. The Accounts are bona fide, existing obligations of the terms of this Agreement. 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) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 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 ($100,000250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate 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 Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. . (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property it each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business and over-the-counter software that is commercially available for the publicall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificates, as neither Borrower nor any of the Effective Date, Borrower 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 a 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 twenty (1020) days of Borrower or any of its Subsidiaries entering into or becoming bound by any such license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as 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 has and each its Subsidiaries have good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower does not 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 Certificate Certificates delivered to Collateral Agent in connection herewith, or 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 as required pursuant to therein. The Accounts are bona fide, existing obligations of the terms of this Agreement. 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) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 and, as of the Effective Date, no such third party bailee possesses components of the Collateral (other than clinical drug materials) in excess of One Hundred Thousand Dollars ($100,000100,000.00). None of the components of the Collateral (other than mobile equipment in possession of Borrower’s employees or agents) shall be maintained at locations other than as disclosed in the Perfection Certificate 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 Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. . (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property it each respectively purports to own, except for (i) non-exclusive licenses granted to its customers in the ordinary course of business and business, (ii) over-the-counter software that is commercially available for to the publicpublic and (iii) 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 CertificateCertificates, as neither Borrower nor any of the Effective Date, Borrower 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 a 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 twenty (1020) days of Borrower or any of its Subsidiaries entering into or becoming bound by any such license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as 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 has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any and all Liens except Permitted Liens. Borrower does not have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts has no deposit account other than the Collateral Accounts or other investment accounts, if any, deposit accounts with Bank and deposit accounts described in the Perfection Certificate delivered to Collateral Agent Bank in connection herewith, herewith or of which Borrower has given Collateral Agent notice and taken such actions as are necessary disclosed to give Collateral Agent a perfected security interest therein as required Bank pursuant to Section 6.8(b), other than deposit accounts not required to be disclosed pursuant to Section 6.8(b). The Accounts are bona fide, existing obligations of the terms of this Agreement. On the Effective Date, the Account Debtors. (b) The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 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)Certificate. None of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificate on the Effective Date or as permitted pursuant to Section 6.117.2. In the event that Borrower intends to store or otherwise deliver any portion of the Collateral with an aggregate value in excess of $250,000 to any one or more bailees, then Borrower shall, promptly upon Bank’s request therefor, use commercially reasonable efforts to deliver to Bank a bailee agreement (in form and substance satisfactory to Bank in its good faith business judgment) duly executed by such bailee. In the event that Bank requests such a bailee agreement and Borrower uses such efforts but does not succeed in delivering such a bailee agreement, Bank may (in its good faith business judgment) maintain a Reserve with respect to the Collateral located with such bailee. (c) With respect to any leased premises of Borrower at which Collateral with an aggregate value of more than $250,000 is located, Borrower shall, promptly upon Bank’s request therefor, use commercially reasonable efforts to deliver to Bank a landlord agreement (in form and substance satisfactory to Bank in its good faith business judgment) duly executed by the lessor of such leased premises. In the event that Bank requests such a landlord agreement and Borrower uses such efforts but does not succeed in delivering such a landlord agreement, Bank may (in its good faith business judgment) maintain a Reserve with respect to such leased premises. (d) All Inventory is in all material respects of good and marketable quality, free from material defects, except Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. . (e) Borrower is the sole owner of the Intellectual Property which it owns or purports to own, own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business and over-the-counter software that is commercially available for the public. Except as noted on the Perfection Certificatebusiness, as of the Effective Date, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is a licensee that (ib) prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or 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 within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public), 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 shall take 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 steps claim would not reasonably be expected to have a material adverse effect on Borrower’s business. (f) Except as Collateral Agent reasonably requests to obtain noted on the consent ofPerfection Certificate, or waiver Borrower is not a party to, nor is it bound 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 DocumentsRestricted License.

Collateral. (a) Borrower and each other Loan Party has good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower does not have nor any other Loan Party 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 Certificate Certificates delivered to Collateral Agent in connection herewith, herewith or otherwise with respect of which Borrower or such Subsidiary has given Collateral Agent timely notice pursuant to Section 6.6(a) and to the extent required under this Agreement, taken such actions as are necessary to give Collateral Agent a perfected security interest therein as required pursuant 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. Agreement or Requirement of Law to have priority to Collateral Agent’s Lien. (c) On the Effective Date, except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee bailee, and (such as a warehouseii) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 and, as of the Effective Date, no such third party bailee possesses components of the Collateral in excess of One Five Hundred Thousand Dollars ($100,000500,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate on the Effective Date or as permitted pursuant to Section 6.11. . (d) All Inventory and Equipment of Borrower and its Subsidiaries is in all material respects of good and marketable quality, free from material defects, except Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. ordinary wear and tear excepted. (e) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property it each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business and over-the-counter software that is commercially available for the publicall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificates or disclosed in the next Compliance Certificate delivered after entry of such Material Agreement, as neither Borrower nor any of the Effective Date, Borrower its Subsidiaries is not a party to, nor or is bound by, any material license Material Agreement, provided, that the representation made in this sentence on the Effective Date shall be limited to Material Agreements for which Borrower or any of its Subsidiaries receives revenue or other agreement with respect to which Borrower is a licensee that (i) prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or 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 within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as 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 Documentspayments.

Collateral. (a) Borrower has and each of its Subsidiaries have good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx gxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower does not 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 Certificate Certificates delivered to Collateral Agent in connection herewith, or 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 as required pursuant to therein. The Accounts are bona fide, existing obligations of the terms of this Agreement. 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) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 and, as of the Effective Date, no such third party bailee possesses components of the Collateral in excess of One Five Hundred Thousand Dollars ($100,000500,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate Certificates on the Effective Date 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 Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. . (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property it each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business and over-the-counter software that is commercially available for the publicall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificates, as neither Borrower nor any of the Effective Date, Borrower 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 a 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 such license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter over‑the‑counter software that is commercially available to the public). 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 has and each of its Subsidiaries have good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower does not 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 Certificate Certificates delivered to Collateral Agent in connection herewith, or 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 as required pursuant to therein. The Accounts are bona fide, existing obligations of the terms of this Agreement. 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) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 and, as of the Effective Date, no such third party bailee possesses components of the Collateral with replacement value in excess of One Five Hundred Thousand Dollars ($100,000500,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate 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 Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. . (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property it each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business and over-the-counter software that is commercially available for the publicall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificates or as otherwise disclosed pursuant to the terms of this Agreement, as neither Borrower nor any of the Effective Date, Borrower 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 a 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 within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as 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. Borrower has good title to, has rights in, (a) The due and the power to transfer each item punctual payment of the Collateral upon which it purports to xxxxx x Xxxx hereunderprincipal of, free and clear of any and all Liens except Permitted Liens. Borrower does not have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or other investment accountspremium, if any, described 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 Company set forth in Section 7.07, and the Notes, the Note Guarantees, the Intercreditor Agreements and the Collateral Documents, shall be secured, to the maximum extent permitted by law, as provided in the Perfection Certificate delivered Collateral Documents, which define the terms of the Liens that secure the Notes and the Note Guarantees, subject to the terms of the Intercreditor Agreements. The Trustee, for the benefit of the Holders, hereby appoints GLAS Americas LLC as the initial Notes Collateral Agent in connection herewith, or of which Borrower has given and the Notes Collateral Agent notice is hereby authorized and taken such actions as are necessary directed to give execute and deliver the Collateral Documents and the Intercreditor Agreements. The Company and the Guarantors hereby agree that the Notes Collateral Agent a perfected security interest therein shall hold the Collateral in trust (or, as required the case may be, as direct representative) for the benefit of all of the Holders, the Trustee and the Notes Collateral Agent, in each case pursuant to the terms of the Collateral Documents and the Intercreditor Agreements. (b) Each Holder, by its acceptance of any Notes and the Note Guarantees, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreements (including, without limitation, the provisions providing for foreclosure and release of Collateral and the automatic amendments, supplements, consents, waivers and other modifications thereto without the consent of the 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 enter into the Collateral Documents and the Intercreditor Agreements on the Issue Date, and any Collateral Documents at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. On The Company shall deliver to the Effective DateNotes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably required by Section 11.04(a), to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. (c) 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 Agreements, the Collateral is not in as now or hereafter constituted shall be held for the possession benefit of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted Notes Collateral Agent, all the Holders and the Trustee, and that the Liens granted on the Collateral pursuant to Section 7.2 and, as of the Effective Date, no such third party bailee possesses components of the Collateral Documents are subject to and qualified and limited in excess of One Hundred Thousand Dollars ($100,000). None of the components of all respects by the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate on the Effective Date or as permitted pursuant to Section 6.11. All Inventory is in all material respects of good and marketable quality, free from material defects, except Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. Borrower is the sole owner of the Intellectual Property it purports to own, except for non-exclusive licenses granted to its customers in the ordinary course of business and over-the-counter software that is commercially available for the public. Except as noted on the Perfection Certificate, as of the Effective Date, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is a licensee that (i) prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or 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 within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as 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 Documents and the other Loan Documents.Intercreditor Agreements and actions that may be taken thereunder. #96393093v27

Collateral. (a) Borrower has and each its Subsidiaries have good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower does not 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 Certificate Certificates delivered to Collateral Agent in connection herewith, or herewith 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 therein as required pursuant to the terms of 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 bailee, and (such as a warehouseii) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 and, as of the Effective Date, no such third party bailee possesses components of the Collateral in excess of One Two Hundred and Fifty Thousand Dollars ($100,000250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate on the Effective Date or as permitted pursuant to Section 6.11. . (d) All Inventory and Equipment is in all material respects of good and marketable quality, free from material defects, except Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. . (e) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property it each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business and over-the-counter software that is commercially available for the publicall Liens other than Permitted Liens. Except as noted on the Perfection CertificateCertificate (which, as upon the consummation of the Effective Datea transaction not prohibited by this Agreement, may be updated to reflect such transaction), neither Borrower nor any of its Subsidiaries is not a party to, nor is bound by, any material license or other agreement with respect Material Agreement. (f) None of Borrower or any of its Subsidiaries has used any software or other materials that are subject to which 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 the Borrower is a licensee that or used in any of the Borrower’s products to have to be (i) prohibits distributed to third parties at no charge or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license minimal charge, (ii) licensed to third parties for the purpose of creating modifications or agreement or any other propertyderivative works, or (iiiii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right subject to sell any Collateral. Borrower shall provide written notice to Collateral Agent within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). 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 DocumentsOpen Source License.

Collateral. (a) Borrower has good title to, has have rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. , and neither Borrower does not 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 Certificate delivered to Collateral Agent in connection herewith, or herewith with respect of which Borrower has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein as required pursuant to the terms of this Agreement. therein. (b) On the Effective Date, the Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided disclosed in the Perfection Certificate or as permitted pursuant to Section 7.2 Certificate, 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 ($100,000250,000). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection 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, except Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. . (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 it each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course free and clear of business and over-the-counter software that is commercially available for the publicall Liens other than Permitted Liens. Except as noted on the Perfection Certificate, Certificate as of the Effective Date, 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 a 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 such license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall, and shall cause its Subsidiaries to, take such commercially reasonable steps as Collateral Agent reasonably and any Lender requests to obtain the consent of, or waiver by, any person Person whose consent or waiver is necessary for (xi) Borrower’s interest in 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 oror agreement, whether now existing or entered into in the future, and (yii) 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.