Common use of Title to Collateral; Perfection; Permitted Liens Clause in Contracts

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s Deposit Accounts, and Borrower will give Silicon five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon a control agreement in form sufficient to perfect Silicon’s security interest in the Deposit Account and otherwise satisfactory to Silicon in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon thereof in writing and provide Silicon with such information regarding the same as Silicon shall request (unless providing such information would waive the Borrower’s attorney-client privilege). Such notification to Silicon shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to Silicon, and Borrower shall execute and deliver all such documents and take all such actions as Silicon shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by Silicon, use its best efforts to cause such third party to execute and deliver to Silicon, in form acceptable to Silicon, such waivers and subordinations as Silicon shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon PFG now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon PFG and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s Deposit Accounts, and Borrower will give Silicon PFG five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon PFG a control agreement in form sufficient to perfect SiliconPFG’s security interest in the Deposit Account and otherwise satisfactory to Silicon PFG in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assertasserting, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon PFG thereof in writing and provide Silicon PFG with such information regarding the same as Silicon PFG shall request (unless providing such information would waive the Borrower’s attorney-client privilege). Such notification to Silicon PFG shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to SiliconPFG, and Borrower shall execute and deliver all such documents and take all such actions as Silicon PFG shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, including real property leased by Borrower, Borrower shall, whenever requested by SiliconPFG, use its best commercially reasonable efforts to cause such third party to execute and deliver to SiliconPFG, in form acceptable to SiliconPFG, such waivers and subordinations as Silicon PFG shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower, and except for non-exclusive licenses granted by Borrower to its customers in the ordinary course of business. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances Liens and adverse claims, except for Permitted Liens. Silicon Lender now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon Lender and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s Deposit AccountsAccounts as of the date hereof, and Borrower will give Silicon Lender five Business Days advance written notice before establishing any new Deposit Accounts and and, subject to Section 8(c) of the Schedule, will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon Lender a control agreement in form sufficient to perfect SiliconLender’s security interest in the Deposit Account and otherwise satisfactory to Silicon Lender in its good faith business judgmentGood Faith Business Judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000500,000, Borrower shall promptly notify Silicon Lender thereof in writing and provide Silicon Lender with such information regarding the same as Silicon Lender shall request (unless providing such information would waive the Borrower’s attorney-client privilege)request. Such notification to Silicon Lender shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to SiliconLender, and Borrower shall execute and deliver all such documents and take all such actions as Silicon Lender shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Subject to any statutory landlord liens, Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s right to remove any Collateral from the leased premises. Whenever Without limiting the other provisions of this Agreement, whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by SiliconLender, use its best commercially reasonable efforts to cause such third party to execute and deliver to SiliconLender, in form acceptable to SiliconLender, such waivers and subordinations as Silicon Lender shall specify in its good faith business judgmentGood Faith Business Judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located. (e) Except as disclosed in the Representations, Borrower is not a party to, nor is it bound by, any license or other agreement that is important for the conduct of Borrower’s business and that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property important for the conduct of Borrower’s business. (f) Borrower is the sole owner of, or has licensee rights to, the Intellectual Property, except for non-exclusive licenses granted by Borrower to its customers in the ordinary course of business. To the best of Borrower’s knowledge, each of the Copyrights, Trademarks and Patents is valid and enforceable, and no part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and no claim has been made to Borrower 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 cause a Material Adverse Change.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s Deposit Accounts, and Borrower will give Silicon five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon a control agreement in form sufficient to perfect Silicon’s security interest in the Deposit Account and otherwise satisfactory to Silicon in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon thereof in writing and provide Silicon with such information regarding the same as Silicon shall request (unless providing such information would waive the Borrower’s attorney-client privilege). Such notification to Silicon shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to Silicon, and Borrower shall execute and deliver all such documents and take all such actions as Silicon shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by Silicon, use its best efforts to cause such third party to execute and deliver to Silicon, in form acceptable to Silicon, such waivers and subordinations as Silicon shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, of any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower, and except for non-exclusive licenses granted by Borrower to its customers and third party entities with whom Borrower has contractual relationships in order to distribute and/or sell its inventory, in each of the foregoing cases in the ordinary course of business of Borrower consistent with Borrower’s past business practices. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances Liens and adverse claims, except for Permitted Liens. Silicon Multiplier now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, including without limitation with respect to the Lien priorities set forth in the Revolving Loan Intercreditor Agreement as to the Revolving Loan Lender only, and Borrower will at all times defend Silicon Multiplier and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s Deposit AccountsAccounts as of the date hereof, and Borrower will give Silicon Multiplier five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon Multiplier a control agreement in form sufficient to perfect SiliconMultiplier’s security interest in the Deposit Account and otherwise satisfactory to Silicon Multiplier in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintainedGood Faith Business Judgment. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon Multiplier thereof in writing and provide Silicon Multiplier with such information regarding the same as Silicon Multiplier shall request (unless providing such information would waive the Borrower’s attorney-client privilege)request. Such notification to Silicon Multiplier shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to SiliconMultiplier, and Borrower shall execute and deliver all such documents and take all such actions as Silicon Multiplier shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by SiliconMultiplier, use its best commercially reasonable efforts to cause such third party to execute and deliver to SiliconMultiplier, in form acceptable to SiliconMultiplier, such waivers and subordinations as Silicon Multiplier shall specify in its good faith business judgmentGood Faith Business Judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located. (e) Borrower is not a party to, nor is it bound by, any license or other agreement that is important to the conduct of Borrower’s business and that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property important for the conduct of Borrower’s business. (f) Borrower is the sole owner of the Intellectual Property, except for non-exclusive licenses granted by Borrower to its customers and third party entities with whom Borrower has contractual relationships in order to distribute and/or sell its inventory, in each of the foregoing cases in the ordinary course of business of Borrower consistent with Borrower’s past business practices. To the best of Borrower’s knowledge, each of the Copyrights, Trademarks and Patents is valid and enforceable, and no part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and no claim has been made to Borrower 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 cause a Material Adverse Change).

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s Deposit Accounts, and Borrower will give Silicon five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon a control agreement in form sufficient to perfect Silicon’s security interest in the Deposit Account and otherwise satisfactory to Silicon in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon thereof in writing and provide Silicon with such information regarding the same as Silicon shall request (unless providing such information would waive the Borrower’s attorney-client privilege). Such notification to Silicon shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to Silicon, and Borrower shall execute and deliver all such documents and take all such actions as Silicon shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any non-statutory rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by Silicon, use its best efforts to cause such third party to execute and deliver to Silicon, in form acceptable to Silicon, such waivers and subordinations as Silicon shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon and the Collateral against all claims of others. (b) Borrower has set forth in the Representations Perfection Certificate all of Borrower’s 's Deposit Accounts, and Borrower will give Silicon five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon a control agreement in form sufficient to perfect Silicon’s 's security interest in the Deposit Account and otherwise satisfactory to Silicon in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon thereof in writing and provide Silicon with such information regarding the same as Silicon shall request (unless providing such information would waive the Borrower’s 's attorney-client privilege). Such notification to Silicon shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to Silicon, and Borrower shall execute and deliver all such documents and take all such actions as Silicon shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s 's right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by Silicon, use its best efforts to cause such third party to execute and deliver to Silicon, in form acceptable to Silicon, such waivers and subordinations as Silicon shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located. (e) Borrower hereby authorizes Silicon to file financing statements, without notice to Borrower, with all appropriate jurisdictions in order to perfect or protect Silicon's interest or rights hereunder, which financing statements may indicate the Collateral as "all assets of the Debtor" or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all in Silicon's discretion.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for licensed property rights and items of Equipment and related software which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon and the Collateral against all encumbrances (other than Permitted Liens) and adverse claims of othersothers (other than Permitted Liens). (b) Borrower has set forth in the Representations all of Borrower’s 's Deposit Accounts, and Borrower will give Silicon five Business Days advance written notice before establishing any new Deposit Accounts in which Borrower holds a balance of more than $20,000 (except that the total of amounts in all Deposit Accounts with a balance of $20,000 or less and as to which written notice of the same is not given to Silicon shall not exceed $250,000 in the aggregate), and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon a control agreement in form sufficient to perfect Silicon’s 's security interest in the Deposit Account and otherwise satisfactory to Silicon in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000500,000, Borrower shall promptly notify Silicon thereof in writing and provide Silicon with such information regarding the same as Silicon shall request (unless providing such information would waive the Borrower’s 's attorney-client privilege). Such notification to Silicon shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to Silicon, and Borrower shall execute and deliver all such documents and take all such actions as Silicon shall reasonably request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral Collateral, other than Permitted Liens, and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s 's right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by Silicon, use its best efforts commercially reasonable to cause such third party to execute and deliver to Silicon, in form acceptable to Silicon, such waivers and subordinations as Silicon shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be locatedlocated to the extent such failure could reasonably be expected to result in a Material Adverse Change.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon Lender now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon Lender and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s Deposit Accounts, and Borrower will give Silicon Lender five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon Lender a control agreement in form sufficient to perfect SiliconLender’s security interest in the Deposit Account and otherwise satisfactory to Silicon Lender in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,00050,000, Borrower shall promptly notify Silicon Lender thereof in writing and provide Silicon Lender with such information regarding the same as Silicon Lender shall request (unless providing such information would waive the Borrower’s attorney-client privilege)request. Such notification to Silicon Lender shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to SiliconLender, and Borrower shall execute and deliver all such documents and take all such actions as Silicon Lender shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises real property in which any third party has an interest, Borrower shall, whenever requested by SiliconLender, use its best efforts to cause such third party to execute and deliver to SiliconLender, in form acceptable to SiliconLender, such waivers and subordinations as Silicon Lender shall specify in its good faith business judgmentspecify. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower, and except for non-exclusive licenses granted by Borrower in the ordinary course of business. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances Liens and adverse claims, except for Permitted Liens. Silicon Lender now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times take commercially reasonable measures to defend Silicon and Lender’s security interest in the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s Deposit Accounts, and Borrower will give Silicon five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon a control agreement in form sufficient to perfect Silicon’s security interest in the Deposit Account and otherwise satisfactory to Silicon in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained[intentionally omitted]. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon Lender thereof in writing and provide Silicon Lender with such information regarding the same as Silicon Lender shall request (unless providing such information would waive the Borrower’s attorney-client privilege)request. Such notification to Silicon Lender shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to SiliconLender, and Borrower shall execute and deliver all such documents and take all such actions as Silicon Lender shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by Silicon, use its best efforts to cause such third party to execute and deliver to Silicon, in form acceptable to Silicon, such waivers and subordinations as Silicon shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located, except in each case to the extent its failure to do so would not result in total damages for all such failures in excess of $1,000,000. (e) Except as disclosed in the Representations, Borrower is not a party to, nor is it bound by, any material license or other agreement that is required for the conduct of Borrower’s business and that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property required for the conduct of Borrower’s business. (f) Borrower is the sole owner of the Intellectual Property, except for non-exclusive licenses granted by Borrower in the ordinary course of business. To the best of Borrower’s knowledge, each of the Copyrights, Trademarks and Patents is valid and enforceable, and no part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and no claim has been made in writing to Borrower 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 cause a Material Adverse Change.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is nowas of the Effective Date, and will at all times in the future be, the sole owner of all the its Collateral, except for items of Equipment Collateral which are is leased or licensed to Borrower. The Collateral now is as of the Effective Date and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon now hasAs of the Effective Date, PFG will have, and will continue to have, a firstFirst-priority Priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, Collateral and Borrower will at all times defend Silicon PFG and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s Deposit AccountsCollateral Accounts as of the Effective Date, and Borrower will shall (i) give Silicon five PFG ten (10) Business Days advance written notice before establishing any new Deposit Collateral Accounts or (ii) depositing any Cash or Cash Equivalents or Investment Property into any new Collateral Account and will (iii) shall cause the institution where any such new Deposit Collateral Account is maintained to execute and deliver to Silicon PFG a control agreement Control Agreement in form sufficient to perfect SiliconPFG’s security interest in the Deposit Collateral Account and otherwise satisfactory to Silicon PFG in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof Effective Date have any commercial tort claims against others, which it is asserting or intends to assertasserting, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon PFG thereof in writing and provide Silicon PFG with such information regarding the same as Silicon PFG shall request (unless providing such information would waive the Borrower’s attorney-client privilege). Such notification to Silicon PFG shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to SiliconPFG, and Borrower shall execute and deliver all such documents and take all such actions as Silicon PFG shall request in connection therewith. (d) None No Collateral with a value in excess of $250,000 is affixed to any real property in such a manner or with such intent as to become a fixture, except as disclosed in detail in Exhibit A. From and after the Effective Date, without PFG’s consent in each instance, no material part of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not not, except as set forth in Exhibit A, and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by SiliconPFG, use its best commercially reasonable efforts to cause such third party to execute and deliver to SiliconPFG, in form acceptable to SiliconPFG, such waivers and subordinations as Silicon PFG shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located. (e) Except as specified in the Representations, Borrower is not party to, nor is it bound by, any Restricted License.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower, and except for non-exclusive licenses granted by Borrower to its customers in the ordinary course of business. The Collateral now is and will remain free and clear of any and all liensadverse claims in an amount exceeding $100,000 for all such claims, charges, security interests, encumbrances and adverse claimsfree and clear of any and all Liens, except for Permitted Liens. Silicon Lender now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon Lender and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s Deposit AccountsAccounts as of the date hereof, and Borrower will give Silicon Lender five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account (other than Excluded Accounts) is maintained to execute and deliver to Silicon Lender a control agreement in form sufficient to perfect SiliconLender’s security interest in the Deposit Account and otherwise satisfactory to Silicon Lender in its good faith business judgmentGood Faith Business Judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon Lender thereof in writing and provide Silicon Lender with such information regarding the same as Silicon Lender shall request (unless providing such information would waive the Borrower’s attorney-client privilege)reasonably request. Such notification to Silicon Lender shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to SiliconLender, and Borrower shall execute and deliver all such documents and take all such actions as Silicon Lender shall reasonably request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s right to remove any Collateral from the leased premises. Whenever any Collateral with fair market value in excess of $100,000 is located upon premises in which any third party has an interest, Borrower shall, whenever requested by SiliconLender, use its best commercially reasonable efforts to cause such third party to execute and deliver to SiliconLender, in form acceptable to SiliconLender, such waivers landlord agreements, waivers, subordinations and subordinations other agreements as Silicon Lender shall specify in its good faith business judgmentGood Faith Business Judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located. (e) Except as disclosed in the Representations, Borrower is not a party to, nor is it bound by, any inbound license that is material to the conduct of Borrower’s business (other than commercially available off-the-shelf software or open source software) and that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property important for the conduct of Borrower’s business. (f) Borrower and the Related Companies are the sole owner of the Intellectual Property material to the conduct of its business, except for non-exclusive licenses granted to their customers in the ordinary course of business. To the best of Borrower’s knowledge, each of the Copyrights, Trademarks and Patents material to the conduct of it business is valid and enforceable, and no part of the Intellectual Property material to the conduct of it business has been judged invalid or unenforceable, in whole or in part, and no claim has been made to Borrower 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 cause a Material Adverse Change.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower, and except for non-exclusive licenses granted by Borrower to its customers in the ordinary course of business. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances Liens and adverse claims, except for Permitted Liens. Silicon Agent for the benefit of Lenders now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon Agent and Lenders and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s Deposit AccountsAccounts as of the date hereof, and Borrower will give Silicon five Business Days advance Agent prompt written notice before upon establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained (if such new Deposit Account is maintained within the United States) to execute and deliver to Silicon Agent for the benefit of Lenders a control agreement in form sufficient to perfect SiliconAgent’s security interest in the Deposit Account for the benefit of Agent and Lenders and otherwise satisfactory to Silicon Agent in its good faith business judgmentGood Faith Business Judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon Agent thereof in writing and provide Silicon Agent with such information regarding the same as Silicon Agent shall request (unless providing such information would waive the Borrower’s attorney-client privilege)request. Such notification to Silicon Agent shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to SiliconAgent for the benefit of Lenders, and Borrower shall execute and deliver all such documents and take all such actions as Silicon Agent shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s right to remove any Collateral from the leased premises. Whenever any Collateral with a value in excess of $500,000 is located upon premises in which any third party has an interest, Borrower shall, whenever requested by SiliconAgent, use its best commercially reasonable efforts to cause such third party to execute and deliver to SiliconAgent, in form reasonably acceptable to SiliconAgent, such waivers landlord agreements, waivers, subordinations and subordinations other agreements as Silicon Agent shall specify in its good faith business judgmentGood Faith Business Judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located. (e) Except as disclosed in the Representations, Borrower is not a party to, nor is it bound by, any license or other agreement that is important for the conduct of Borrower’s business and that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property important for the conduct of Borrower’s business. (f) Borrower is the sole owner of the Intellectual Property, except for non-exclusive licenses granted by Borrower to its customers in the ordinary course of business. To the best of Borrower’s knowledge, each of the Copyrights, Trademarks and Patents is valid and enforceable, and no part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and no claim has been made to Borrower 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 result in liability of the Borrower exceeding $500,000 or cause a Material Adverse Change.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is nowas of the Effective Date, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment Collateral which are is leased or licensed to Borrower. The Collateral now is as of the Effective Date and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon now hasAs of the Effective Date, PFG will have, and will continue to have, a firstFirst-priority Priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon the Liens granted to PFG hereunder and use commercially-reasonable efforts to defend the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s Deposit AccountsCollateral Accounts as of the Effective Date, and Borrower will shall (i) give Silicon PFG five Business Days advance written notice before establishing any new Deposit Collateral Accounts or (ii) depositing any Cash or Cash Equivalents or Investment Property into any new Collateral Account and will (iii) subject to the rights of the Senior Lender, shall cause the institution where any such new Deposit Collateral Account is maintained to execute and deliver to Silicon PFG a control agreement Control Agreement in form legally and commercially sufficient to perfect SiliconPFG’s security interest in the Deposit Collateral Account and otherwise reasonably satisfactory to Silicon PFG in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof Effective Date have any commercial tort claims against others, which it is asserting or intends to assertasserting, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon PFG thereof in writing and provide Silicon PFG with such information regarding the same as Silicon PFG shall request (unless providing such information would waive the Borrower’s attorney-client privilege). Such notification to Silicon PFG shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to SiliconPFG, and Borrower shall execute and deliver all such documents and take all such actions as Silicon PFG shall request in connection therewith. (d) None As of the Effective Date, no Collateral with a value in excess of $100,000 is affixed to any real property in such a manner or with such intent as to become a fixture, except as disclosed in detail in Exhibit A. From and after the Effective Date, without PFG’s consent in each instance, no material part of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not not, except as set forth in Exhibit A, and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by SiliconPFG, use its best commercially reasonable efforts to cause such third party to execute and deliver to SiliconPFG, in form acceptable to SiliconPFG, such waivers and subordinations as Silicon PFG shall specify in its good faith business judgment; provided that, with respect to any property of Borrower which is considered work-in-process but not yet inventory and is temporarily located for finishing with a third party as part of Borrower’s historic manufacturing process, no such third party waiver or subordination will be required with respect to such property so long as (x) temporarily locating such property with a third party is consistent with Borrower’s past manufacturing processes and (y) such property is not located with any such third party for a period longer than the time required by such third party to complete the work on such property. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located. (e) Except as specified in the Representations, Borrower is not party to, nor is it bound by, any Restricted License.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon PFG now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon PFG and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s Deposit Accounts, and Borrower will give Silicon PFG five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon PFG a control agreement in form sufficient to perfect SiliconPFG’s security interest in the Deposit Account and otherwise satisfactory to Silicon PFG in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assertasserting, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon PFG thereof in writing and provide Silicon PFG with such information regarding the same as Silicon PFG shall request (unless providing such information would waive the Borrower’s attorney-client privilege). Such notification to Silicon PFG shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to SiliconPFG, and Borrower shall execute and deliver all such documents and take all such actions as Silicon PFG shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by SiliconPFG, use its best commercially reasonable efforts to cause such third party to execute and deliver to SiliconPFG, in form acceptable to SiliconPFG, such waivers and subordinations as Silicon PFG shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s Deposit Accounts, and Borrower will give Silicon five three (3) Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon a control agreement in form sufficient to perfect Silicon’s security interest in the Deposit Account and otherwise satisfactory to Silicon in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000500,000, Borrower shall promptly notify Silicon thereof in writing and provide Silicon with such information regarding the same as Silicon shall request (unless providing such information would waive the Borrower’s attorney-client privilege). Such notification to Silicon shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to Silicon, and Borrower shall execute and deliver all such documents and take all such actions as Silicon shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by Silicon, use its best efforts to cause such third party to execute and deliver to Silicon, in form acceptable to Silicon, such waivers and subordinations as Silicon shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased or licensed to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon Bank now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon Bank and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s Deposit Accounts, and . Borrower will give Silicon Bank five Business Days advance written notice before establishing any new Deposit Accounts Account with a bank other than Bank and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon Bank a control agreement in form sufficient to perfect SiliconBank’s security interest in the Deposit Account and otherwise satisfactory to Silicon Bank in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assertasserting, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon Bank thereof in writing and provide Silicon Bank with such information regarding the same as Silicon Bank shall request (unless providing such information would waive the Borrower’s attorney-client privilege). Such notification to Silicon Bank shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to SiliconBank, and Borrower shall execute and deliver all such documents and take all such actions as Silicon Bank shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by SiliconBank, use its best commercially reasonable efforts to cause such third party to execute and deliver to SiliconBank, in form acceptable to SiliconBank, such waivers and subordinations as Silicon Bank shall specify in its good faith business judgment. In the event that such waivers and subordinations are not obtained, Bank may, in its discretion, establish appropriate reserves against the Borrowing Base. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is nowas of the Effective Date, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment Collateral which are is leased or licensed to Borrower. The Collateral now is as of the Effective Date and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon now hasAs of the Effective Date, PFG will have, and will continue to have, a firstFirst-priority Priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon PFG and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s Deposit AccountsCollateral Accounts as of the Effective Date, and Borrower will shall (i) give Silicon PFG five Business Days advance written notice before establishing any new Deposit Collateral Accounts or (ii) depositing any Cash or Cash Equivalents or Investment Property into any new Collateral Account and will (iii) shall cause the institution where any such new Deposit Collateral Account is maintained to execute and deliver to Silicon PFG a control agreement Control Agreement in form sufficient to perfect SiliconPFG’s security interest in the Deposit Collateral Account and otherwise satisfactory to Silicon PFG in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof Effective Date have any commercial tort claims against others, which it is asserting or intends to assertasserting, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon PFG thereof in writing and provide Silicon PFG with such information regarding the same as Silicon PFG shall request (unless providing such information would waive the Borrower’s attorney-client privilege). Such notification to Silicon PFG shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to SiliconPFG, and Borrower shall execute and deliver all such documents and take all such actions as Silicon PFG shall request in connection therewith. (d) None No Collateral with a value in excess of $100,000 is affixed to any real property in such a manner or with such intent as to become a fixture, except as disclosed in detail in Exhibit A. From and after the Effective Date, without PFG’s consent in each instance, no material part of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not not, except as set forth in Exhibit A, and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by SiliconPFG, use its best commercially reasonable efforts to cause such third party to execute and deliver to SiliconPFG, in form acceptable to SiliconPFG, such waivers and subordinations as Silicon PFG shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located. (e) Except as specified in the Representations, Borrower is not party to, nor is it bound by, any Restricted License.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower Guarantor is now, and will at all times in the future be, the sole owner of all the Collateral, except for (i) items of Equipment which are leased to BorrowerGuarantor, (ii) non-exclusive licenses granted by Guarantor to its customers in the ordinary course of business, and (iii) the trademark “Talend” (which is subject to Section 3.4 of the IP Rights Agreement referred to above). The Collateral now is and will remain free and clear of any and all liensadverse claims in an amount exceeding $100,000 for all such claims, charges, security interests, encumbrances and adverse claimsfree and clear of any and all Liens, except for Permitted Liens. Silicon Lender now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower Subject to the qualifications and requirements set forth therefor in the Security Documents, and Guarantor will at all times defend Silicon Lender and the Collateral against all claims of others. (b) Borrower has set forth in Except as disclosed on Exhibit A hereto, neither Guarantor nor its Subsidiaries are a party to, or are bound by, any inbound license that is material to the Representations all conduct of BorrowerGuarantor’s Deposit Accounts, business (other than commercially available off-the-shelf software or open source software) and Borrower will give Silicon five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon that prohibits or otherwise restricts Guarantor from granting a control agreement in form sufficient to perfect Silicon’s security interest in Guarantor’s interest in such license or agreement or any other property important for the Deposit Account and otherwise satisfactory to Silicon in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintainedconduct of Guarantor’s business. (c) In Guarantor and its Subsidiaries are the event that Borrower shall at any time after sole owner of the date hereof have any commercial tort claims against othersIntellectual Property material to the conduct of its business, which it except for non-exclusive licenses granted to their customers in the ordinary course of business. To the best of Guarantor’s knowledge, each of the Copyrights, Trademarks and Patents material to the conduct of its business is asserting or intends to assertvalid and enforceable, and no part of the Intellectual Property material to the conduct of its business has been judged invalid or unenforceable, in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon thereof whole or in writing and provide Silicon with such information regarding the same as Silicon shall request (unless providing such information would waive the Borrower’s attorney-client privilege). Such notification to Silicon shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to Siliconpart, and Borrower shall execute and deliver all such documents and take all such actions as Silicon shall request in connection therewith. (d) None no claim has been made to Guarantor that any part of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which Intellectual Property violates the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by Silicon, use its best efforts except to the extent such claim would not reasonably be expected to cause such third party to execute and deliver to Silicon, in form acceptable to Silicon, such waivers and subordinations as Silicon shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be locateda Material Adverse Change.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s 's Deposit Accounts, and Borrower will give Silicon five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon a control agreement in form sufficient to perfect Silicon’s 's security interest in the Deposit Account and otherwise satisfactory to Silicon in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon thereof in writing and provide Silicon with such information regarding the same as Silicon shall request (unless providing such information would waive the Borrower’s 's attorney-client privilege). Such notification to Silicon shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to Silicon, and Borrower shall execute and deliver all such documents and take all such actions as Silicon shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s 's right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by Silicon, use its best efforts to cause such third party to execute and deliver to Silicon, in form acceptable to Silicon, such waivers and subordinations as Silicon shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon and the Collateral against all claims of others. (b) Borrower has set forth in the Representations * all of Borrower’s 's Deposit Accounts, and Borrower will give Silicon five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon a control agreement in form sufficient to perfect Silicon’s 's security interest in the Deposit Account and otherwise satisfactory to Silicon in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon thereof in writing and provide Silicon with such information regarding the same as Silicon shall request (unless providing such information would waive the Borrower’s 's attorney-client privilege). Such notification to Silicon shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to Silicon, and Borrower shall execute and deliver all such documents and take all such actions as Silicon shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s 's right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by Silicon, use its best efforts to cause such third party to execute and deliver to Silicon, in form acceptable to Silicon, such waivers and subordinations as Silicon shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to BorrowerBorrower *. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon now has, and will continue to have, a first-priority perfected ** and enforceable security interest in all of the Collateral, subject in lien priority only to those Permitted Liens that are expressly entitled to such priority over the security interests of Silicon by operation of law or by written subordination agreement duly executed and delivered by Silicon in favor of the holders of such Permitted Liens, and Borrower will at all times defend Silicon and the Collateral against all claims *** of others.. * AND SUBJECT TO THE INTERESTS OF LICENSORS IN INTELLECTUAL PROPERTY THAT IS LICENSED TO BORROWER ** (SUBJECT, IN THE CASE OF REGISTERED COPYRIGHTS, TO THE RECORDATION OF APPROPRIATE SECURITY INTEREST FILINGS IN RESPECT THEREOF WITH THE U.S. COPYRIGHT OFFICE, IF AND TO THE EXTENT REQUIRED UNDER APPLICABLE LAW FOR THE PERFECTION OF SILICON'S SECURITY INTERESTS IN SAME) *** (OTHER THAN PERMITTED LIENS) (b) Borrower has set forth in the Representations all of Borrower’s 's Deposit Accounts, and Borrower will give Silicon five Business Days advance written notice before establishing any new Deposit Accounts and and, in accordance with Section 8(1) of the Schedule, will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon a control agreement in form sufficient to perfect Silicon’s 's security interest in the Deposit Account and otherwise satisfactory to Silicon in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained.. SILICON VALLEY BANK LOAN AND SECURITY AGREEMENT (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds * $100,000, Borrower shall promptly notify Silicon thereof in writing and provide Silicon with such information regarding the same as Silicon shall * request (unless providing such information would waive the Borrower’s 's attorney-client privilege). Such notification to Silicon shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to Silicon, and Borrower shall execute and deliver all such documents and take all such actions as Silicon shall ** request in connection therewith.. * $250,000 INDIVIDUALLY OR IN THE AGGREGATE ** REASONABLY (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixturefixture *. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s 's right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever ** requested by Silicon, use its *** best efforts to cause such third party to execute and deliver to Silicon, in form acceptable to Silicon, such waivers and subordinations as Silicon shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located.. * (OTHER THAN CUSTOMARY LEASEHOLD IMPROVEMENTS IN BORROWER'S LEASED LOCATIONS OR OTHER ITEMS OF TANGIBLE COLLATERAL THAT, INDIVIDUALLY OR IN THE AGGREGATE, ARE IMMATERIAL) ** REASONABLY *** COMMERCIALLY REASONABLE

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon PFG now has, and will continue to have, a firstFirst-priority Priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon PFG and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s Deposit Accounts, and Borrower will give Silicon PFG five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon PFG a control agreement in form sufficient to perfect SiliconPFG’s security interest in the Deposit Account and otherwise satisfactory to Silicon PFG in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assertasserting, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon PFG thereof in writing and provide Silicon PFG with such information regarding the same as Silicon PFG shall request (unless providing such information would waive the Borrower’s attorney-client privilege). Such notification to Silicon PFG shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to SiliconPFG, and Borrower shall execute and deliver all such documents and take all such actions as Silicon PFG shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by SiliconPFG, use its best commercially reasonable efforts to cause such third party to execute and deliver to SiliconPFG, in form acceptable to SiliconPFG, such waivers and subordinations as Silicon PFG shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s Deposit Accounts, and Borrower will give Silicon five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon a control agreement in form sufficient to perfect Silicon’s security interest in the Deposit Account and otherwise satisfactory to Silicon in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon thereof in writing and provide Silicon with such information regarding the same as Silicon shall request (unless providing such information would waive the Borrower’s attorney-client privilege). Such notification to Silicon shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to Silicon, and Borrower shall execute and deliver all such documents and take all such actions as Silicon shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s right to remove any Collateral from the leased premises. Whenever *any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by Silicon, use its best efforts to cause such third party to execute and deliver to Silicon, in form acceptable to Silicon, such waivers and subordinations as Silicon shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is nowas of the Effective Date, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment Collateral which are is leased or licensed to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, Liens except for Permitted Liens. Silicon now hasUpon the consummation of the transactions contemplated hereby, PFG will have, and will continue to have, a firstFirst-priority Priority perfected and enforceable security interest in Lien upon all of the Collateral, subject only to the Permitted Liens, and . Borrower will at all times defend Silicon PFG and its interests in the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s Deposit Accounts, and Collateral Accounts as of the Effective Date. Borrower will shall (i) give Silicon PFG five (5) Business Days advance written notice before establishing any new Deposit Collateral Accounts or (ii) depositing any Cash or Cash Equivalents or Investment Property into any new Collateral Account and will (iii) shall cause the institution where any such new Deposit Collateral Account is maintained to execute and deliver to Silicon PFG (or to the Senior Lender and PFG) a control agreement Control Agreement in form sufficient to perfect SiliconPFG’s security interest in the Deposit Collateral Account and otherwise satisfactory to Silicon PFG in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have Effective Date acquire any commercial tort claims against othersclaims, which it is asserting or intends to assertasserting, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon PFG thereof in writing and provide Silicon PFG with such information regarding the same as Silicon PFG shall request (unless providing such information would waive the Borrower’s attorney-client privilege). Such notification to Silicon PFG shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to SiliconPFG, subject only to Permitted Liens, and Borrower shall execute and deliver to PFG all such documents instruments and agreements and take all such actions as Silicon PFG shall reasonably request in connection therewith. (d) None No Collateral with a value in excess of $250,000 is affixed to any real property in such a manner or with such intent as to become a fixture, except as disclosed in Exhibit A. From and after the Effective Date, without PFG’s consent in each instance, no material part of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture, which consent may be conditioned on a grant to PFG of a Lien upon such fixture, in form and substance reasonably satisfactory to PFG, subject to the rights of the Senior Lender. Borrower is not not, except as set forth in Exhibit A, and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now that prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by SiliconPFG, use its best commercially reasonable efforts to cause such third party to execute and deliver to SiliconPFG, in form reasonably acceptable to SiliconPFG, such waivers and subordinations as Silicon PFG shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, of any lease of real property where any of the Collateral now or in the future may be located, except where the failure to do so would not reasonably be expected to result in the termination of such lease or the impairment of Lender’s Lien with respect to Collateral with a book value of $100,000 or more. (e) Except as specified in the Representations, Borrower is not party to, nor is it bound by, any Restricted License.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower Debtor is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to BorrowerDebtor and except for Permitted Liens. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon PFG now has, and will continue to have, a first-priority perfected and an enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower Debtor will at all times defend Silicon PFG and the Collateral against all claims of others. (b) Borrower Debtor has set forth in the Representations on Exhibit A hereto all of BorrowerDebtor’s Deposit Accounts, as of the date hereof, and Borrower Debtor will give Silicon PFG five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon PFG a control agreement in form sufficient to perfect SiliconPFG’s security interest in the Deposit Account and otherwise satisfactory to Silicon PFG in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower Debtor shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends gives written notice of its intention to assert, and in which the potential recovery exceeds $100,000, Borrower Debtor shall promptly notify Silicon PFG thereof in writing and provide Silicon PFG with such information regarding the same as Silicon PFG shall request (unless providing such information would waive the BorrowerDebtor’s attorney-client privilege). Such notification to Silicon PFG shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to SiliconPFG, and Borrower Debtor shall execute and deliver all such documents and take all such actions as Silicon PFG shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower Debtor is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair BorrowerDebtor’s right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower Debtor shall, whenever requested by SiliconPFG, use its best commercially reasonable efforts to cause such third party to execute and deliver to SiliconPFG, in form acceptable to SiliconPFG, such waivers and subordinations as Silicon PFG shall specify in its good faith business judgment. Borrower Debtor will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s Deposit Accounts, and Borrower will give Silicon five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon a control agreement in form sufficient to perfect Silicon’s security interest in the Deposit Account and otherwise satisfactory to Silicon in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon thereof in writing and provide Silicon with such information regarding the same as Silicon shall request (unless providing such information would waive the Borrower’s attorney-client privilege). Such notification to Silicon shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to Silicon, and Borrower shall execute and deliver all such documents and take all such actions as Silicon shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by Silicon, use its best efforts to cause such third party to execute and deliver to Silicon, in form acceptable to Silicon, such waivers and subordinations as Silicon shall specify in its good faith business judgment; provided, however, that subject to the terms of Section 3.3(b) above and so long as no Default or Event of Default has occurred and is continuing, the foregoing waivers and subordinations shall not be required to be obtained from Borrower’s customers to whom Borrower ships Inventory on consignment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower ModivBrix is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to ModivBrix, and except for non-exclusive licenses granted by ModivBrix to its customers in the ordinary course of business. Borrower. The Collateral ’s assets now is are and will remain free and clear of any and all liens, charges, security interests, encumbrances Liens and adverse claims, except for Permitted Liens. Silicon Lender now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower ModivBrix will at all times defend Silicon Lender and the Collateral against all claims of others. (b) Borrower has set forth in the Representations Schedule all of Borrower’s Deposit AccountsAccounts as of the date hereof, and Borrower will give Silicon Lender five Business Days advance written notice before establishing any new Deposit Accounts and and, if Modiv or BrixInvest is establishing any new Deposit Accounts other than at Lender, Modiv or BrixInvest (as applicable) will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon Lender a control agreement in form sufficient to perfect SiliconLender’s security interest in the Deposit Account and otherwise satisfactory to Silicon Lender in its good faith business judgmentGood Faith Business Judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower Modiv or BrixInvest shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000, Borrower Modiv or BrixInvest (as applicable) shall promptly notify Silicon Lender thereof in writing and provide Silicon Lender with such information regarding the same as Silicon Lender shall request (unless providing such information would waive the Borrower’s attorney-client privilege)request. Such notification to Silicon Lender shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to SiliconLender, and Borrower Modiv or BrixInvest shall execute and deliver all such documents and take all such actions as Silicon Lender shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair BorrowerModivBrix’s right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by Silicon, use its best efforts to cause such third party to execute and deliver to Silicon, in form acceptable to Silicon, such waivers and subordinations as Silicon shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located. (e) Except as disclosed in the Schedule, neither Modiv nor BrixInvest is a party to, nor is it bound by, any license or other agreement that is important for the conduct of Borrower’s business and that prohibits or otherwise restricts Modiv or BrixInvest from granting a security interest in Modiv’s or BrixInvest’s interest in such license or agreement or any other property of Modiv or BrixInvest important for the conduct of Borrower’s business. (f) Each of Modiv and BrixInvest is the sole owner of its Intellectual Property, except for non-exclusive licenses granted by it to its customers in the ordinary course of business. To the best of Borrower’s knowledge, each of Modiv’s and BrixInvest’s Copyrights, Trademarks and Patents is valid and enforceable, and no part of Modiv’s or BrixInvest’s Intellectual Property has been judged invalid or unenforceable, in whole or in part, and no claim has been made to Borrower that any part of Modiv’s or BrixInvest’s Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to cause a Material Adverse Change.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon Subject to the rights of the Senior Lender, PFG now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon PFG and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s Deposit Accounts, and Borrower will give Silicon PFG five Business Days advance written notice before establishing any new Deposit Accounts and and, subject to the rights of the Senior Lender, will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon PFG a control agreement in form sufficient to perfect SiliconPFG’s security interest in the Deposit Account and otherwise satisfactory to Silicon PFG in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assertasserting, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon PFG thereof in writing and provide Silicon PFG with such information regarding the same as Silicon PFG shall request (unless providing such information would waive the Borrower’s attorney-client privilege). Such notification to Silicon PFG shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to SiliconPFG, and Borrower shall execute and deliver all such documents and take all such actions as Silicon PFG shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s right to remove any Collateral from the leased premisespremises (other than Borrower’s security system). Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by SiliconPFG, use its best commercially reasonable efforts to cause such third party to execute and deliver to SiliconPFG, in form acceptable to SiliconPFG, such waivers and subordinations as Silicon PFG shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located, except to the extent that the failure to comply could not reasonably be expected to result in a Material Adverse Change.

Title to Collateral; Perfection; Permitted Liens. (a) Except as set forth on the Perfection Certificate, each of Holdings and Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liensLiens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon Collateral Agent (for the benefit of the Secured Parties) now has, and will continue to have, subject to the Intercreditor Agreements, a firstsuper-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Holdings and Borrower will at all times defend Silicon the Secured Parties and the Collateral against all claims of others. (b) Each of Holdings and Borrower has set forth in the Representations Perfection Certificate all of BorrowerHoldings’ and Xxxxxxxx’s Deposit Accounts, and each of Holdings and Borrower will give Silicon Administrative Agent five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon Administrative Agent a control agreement in form sufficient to perfect Silicon’s the security interest of Collateral Agent (for the benefit of the Secured Parties) in the Deposit Account and otherwise satisfactory to Silicon Administrative Agent (at the direction of the Lenders in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintainedtheir sole and absolute discretion). (c) In the event that Holdings or Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000250,000 (as determined by Borrower in good faith), Holdings or Borrower shall promptly notify Silicon Administrative Agent thereof in writing and provide Silicon Administrative Agent with such information regarding the same as Silicon Administrative Agent (at the direction of the Lenders) shall request (unless providing such information would waive the Borrower’s attorney-client privilege)request. Such notification to Silicon Administrative Agent shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to SiliconCollateral Agent (for the benefit of the Secured Parties), and Holdings and Borrower shall execute and deliver all such documents and take all such actions as Silicon Administrative Agent (at the direction of the Lenders) shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Holdings and Borrower is are not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Holdings’ and Borrower’s right rights to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises real property in which any third party has an interest, Holdings and Borrower shall, whenever reasonably requested by SiliconAdministrative Agent (at the direction of the Lenders), use its best efforts to cause such third party to execute and deliver to SiliconAdministrative Agent, in form acceptable to SiliconAdministrative Agent (at the direction of the Lenders), such waivers and subordinations as Silicon shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any Administrative Agent (at the direction of the Collateral now or in the future may be locatedLenders) shall specify.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s 's Deposit Accounts, and Borrower will give Silicon five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon a control agreement in form sufficient to perfect Silicon’s 's security interest in the Deposit Account and otherwise satisfactory to Silicon in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon thereof in writing and provide Silicon with such information regarding the same as Silicon shall request (unless providing such information would waive the Borrower’s 's attorney-client privilege). Such notification to Silicon shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to Silicon, and Borrower shall execute and deliver all such documents and take all such actions as Silicon shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s right to remove any Collateral from the leased premises. Whenever any Collateral Equipment or Inventory is located upon in a warehouse or other premises in which any third party has an interest, Borrower shall, whenever requested by Silicon, use its best efforts to cause such third party to execute and deliver to Silicon, in form acceptable to Silicon, such waivers and subordinations as Silicon shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon PFG now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times rimes defend Silicon PFG and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s Deposit Accounts, and Borrower will give Silicon PFG five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon PFG a control agreement in form sufficient to perfect SiliconPFG’s security interest in the Deposit Account Account, subject to the rights of the Senior Lender, and otherwise satisfactory to Silicon PFG in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assertasserting, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon PFG thereof in writing and provide Silicon PFG with such information regarding the same as Silicon PFG shall request (unless providing such information would waive the Borrower’s attorney-client privilege). Such notification to Silicon PFG shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to SiliconPFG, subject to the rights of the Senior Lender, and Borrower shall execute and deliver all such documents and take all such actions as Silicon PFG shall request in connection therewith. (d) None Except for digital control units affixed to dwellings and commercial structures in the ordinary course of Borrower’s business in connection with virtual peaking contracts with its customers (“DCUs”), none of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s right to remove any Collateral from the leased premises, except to the extent such rights and lease provisions have been waived by the lessor or expressly subordinated to PFG’s security interest. Whenever any Collateral is located upon premises in which any third party has an interestinterest (other than DCU’s), Borrower shall, whenever requested by SiliconPFG, use its best commercially reasonable efforts to cause such third party to execute and deliver to SiliconPFG, in form acceptable to SiliconPFG, such waivers and subordinations as Silicon PFG shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Perfection; Permitted Liens. (a) Except as set forth on the Perfection Certificate, each of Holdings and Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liensLiens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon Lender now has, and will continue to have, subject to the Intercreditor Agreements, a firstsuper-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Holdings and Borrower will at all times defend Silicon Lender and the Collateral against all claims of others. (b) Each of Holdings and Borrower has set forth in the Representations Perfection Certificate all of Holdings’ and Borrower’s Deposit Accounts, and each of Holdings and Borrower will give Silicon Lender five Business Days advance written notice before establishing any new Deposit Accounts and and, subject to the Intercreditor Agreements, will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon Lender a control agreement in form sufficient to perfect SiliconXxxxxx’s security interest in the Deposit Account and otherwise satisfactory to Silicon Lender in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintainedsole and absolute discretion. (c) In the event that Holdings or Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000250,000 (as determined by Borrower in good faith), Holdings or Borrower shall promptly notify Silicon Lender thereof in writing and provide Silicon Lender with such information regarding the same as Silicon Lender shall request (unless providing such information would waive the Borrower’s attorney-client privilege)request. Such notification to Silicon Lender shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to SiliconLender, and Holdings and Borrower shall execute and deliver all such documents and take all such actions as Silicon Lender shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Holdings and Borrower is are not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Holdings’ and Borrower’s right rights to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises real property in which any third party has an interest, Holdings and Borrower shall, whenever reasonably requested by SiliconXxxxxx, use its best efforts to cause such third party to execute and deliver to SiliconLender, in form acceptable to SiliconLender, such waivers and subordinations as Silicon Lender shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be locatedspecify.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, SILICON VALLEY BANK LOAN AND SECURITY AGREEMENT -------------------------------------------------------------------------------- security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s 's Deposit Accounts, and Borrower will give Silicon five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon a control agreement in form sufficient to perfect Silicon’s 's security interest in the Deposit Account and otherwise satisfactory to Silicon in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon thereof in writing and provide Silicon with such information regarding the same as Silicon shall request (unless providing such information would waive the Borrower’s 's attorney-client privilege). Such notification to Silicon shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to Silicon, and Borrower shall execute and deliver all such documents and take all such actions as Silicon shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s 's right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by Silicon, use its best efforts to cause such third party to execute and deliver to Silicon, in form acceptable to Silicon, such waivers and subordinations as Silicon shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon PFG now has, and will continue to have, a firstFirst-priority Priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted LiensLiens that have not been subordinated by agreement to the liens of PFG, and Borrower will at all times defend Silicon PFG and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s Deposit Accounts, and Borrower will give Silicon PFG five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon PFG a control agreement in form sufficient to perfect SiliconPFG’s security interest in the Deposit Account and otherwise satisfactory to Silicon PFG in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assertasserting, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon PFG thereof in writing and provide Silicon PFG with such information regarding the same as Silicon PFG shall request (unless providing such information would waive the Borrower’s attorney-client privilege). Such notification to Silicon PFG shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to SiliconPFG, and Borrower shall execute and deliver all such documents and take all such actions as Silicon PFG shall request in connection therewith.. Partners for Growth Loan and Security Agreement ____________________________________________________________________________________________________________________ (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. With the exception of the lease described in subsection (xi) of the “Permitted Liens” definition, Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s 's right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by SiliconPFG, use its best commercially reasonable efforts to cause such third party to execute and deliver to SiliconPFG, in form acceptable to SiliconPFG, such waivers and subordinations as Silicon PFG shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s 's Deposit Accounts, and Borrower will give Silicon five (5) Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon a control agreement in form sufficient to perfect Silicon’s 's security interest in the Deposit Account and otherwise satisfactory to Silicon in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon thereof in writing and provide Silicon with such information regarding the same as Silicon shall request (unless providing such information would waive the Borrower’s 's attorney-client privilege). Such notification to Silicon shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to Silicon, and Borrower shall execute and deliver all such documents and take all such actions as Silicon shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s 's right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by Silicon, use its best efforts to cause such third party to execute and deliver to Silicon, in form acceptable to Silicon, such waivers and subordinations as Silicon shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon PFG now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon PFG and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s 's Deposit Accounts, and Borrower will give Silicon PFG five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon PFG a control agreement in form sufficient to perfect Silicon’s PFG's security interest in the Deposit Account and otherwise satisfactory to Silicon PFG in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assertasserting, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon PFG thereof in writing and provide Silicon PFG with such information regarding the same as Silicon PFG shall request (unless providing such information would waive the Borrower’s 's attorney-client privilege). Such notification to Silicon PFG shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to SiliconPFG, and Borrower shall execute and deliver all such documents and take all such actions as Silicon PFG shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor PARTNERS FOR GROWTH LOAN AND SECURITY AGREEMENT may obtain any rights in any of the Collateral (except such rights which may be obtained after the date hereof, are reasonably acceptable to PFG and are specifically subordinated to the security interest of PPFG) and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s 's right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by SiliconPFG, use its best commercially reasonable efforts to cause such third party to execute and deliver to SiliconPFG, in form acceptable to SiliconPFG, such waivers and subordinations as Silicon PFG shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower, and except for non-exclusive licenses granted by Borrower to its customers in the ordinary course of business. The Collateral now is and will remain free and clear of any and all liensadverse claims in an amount exceeding $1,000,000 for all such claims, charges, security interests, encumbrances and adverse claimsfree and clear of any and all Liens, except for Permitted Liens. Silicon Lender now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the CollateralCollateral to the extent such security interest may be perfected by the filing of a financing statement under the Uniform Commercial Code, subject only to the Permitted Liens, and Borrower will at all times defend Silicon Lender and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s Deposit AccountsAccounts as of the date hereof, and Borrower will give Silicon Lender five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account (other than Excluded Accounts) is maintained to execute and deliver to Silicon Lender a control agreement in form sufficient to perfect SiliconLender’s security interest in the Deposit Account and otherwise satisfactory [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. to Silicon Lender in its good faith business judgmentGood Faith Business Judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000500,000, Borrower shall promptly notify Silicon Lender thereof in writing and provide Silicon Lender with such information regarding the same as Silicon Lender shall request (unless providing such information would waive the Borrower’s attorney-client privilege)reasonably request. Such notification to Silicon Lender shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to SiliconLender, and Borrower shall execute and deliver all such documents and take all such actions as Silicon Lender shall reasonably request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s right to remove any Collateral from the leased premises. Whenever any Collateral with fair market value in excess of $1,000,000 is located upon premises in which any third party has an interest, Borrower shall, whenever requested by SiliconLender, use its best commercially reasonable efforts to cause such third party to execute and deliver to SiliconLender, in form reasonably acceptable to SiliconLender, such waivers landlord agreements, waivers, subordinations and subordinations other agreements as Silicon Lender shall specify in its good faith business judgmentGood Faith Business Judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located. (e) Except as disclosed in the Representations, Borrower is not a party to, nor is it bound by, any inbound license that is material to the conduct of Borrower’s business (other than commercially available off-the-shelf software or open source software) and that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property important for the conduct of Borrower’s business. (f) Borrower and the Perfected Related Companies are the sole owner of the Intellectual Property material to the conduct of its business, except for non-exclusive licenses granted to their customers in the ordinary course of business. To the best of Borrower’s knowledge, each of the Copyrights, Trademarks and Patents material to the conduct of its business is valid and enforceable, and no part of the Intellectual Property material to the conduct of it business has been judged invalid or unenforceable, in whole or in part, and no claim has been made to Borrower that any part of the Intellectual Property violates the rights of any third party except to the extent such claim or violation would not reasonably be expected to cause a Material Adverse Change.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject in lien priority only to those Permitted Liens that are expressly entitled to such priority over the security interests of Silicon by operation of law or by written subordination agreement duly executed and delivered by Silicon in favor of the holders of such Permitted Liens, and Borrower will at all times defend Silicon and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s Deposit Accounts, and Borrower will give Silicon five Business Days advance written notice before establishing any new Deposit Accounts and and, in accordance with Section 8(1) of the Schedule, will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon a control agreement in form sufficient to perfect Silicon’s security interest in the Deposit Account and otherwise satisfactory to Silicon in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon thereof in writing and provide Silicon with such information regarding the same as Silicon * shall request (unless providing such information would waive the Borrower’s attorney-client privilege). Such notification to Silicon shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to Silicon, and Borrower shall execute and deliver all such documents and take all such actions as Silicon * shall request in connection therewith.. * in its good faith business judgment may (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by Silicon, use its * best efforts to cause such third party to execute and deliver to Silicon, in form acceptable to Silicon, such waivers and subordinations as Silicon shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located.. * commercially reasonable

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject in lien priority only to those Permitted Liens that are expressly entitled to such priority over the security interests of Silicon by operation of law or by written subordination agreement duly executed and delivered by Silicon in favor of the holders of such Permitted Liens, and Borrower will at all times defend Silicon and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s 's Deposit Accounts, and Borrower will give Silicon five Business Days advance written notice before establishing any new Deposit Accounts and and, in accordance with Section 8(1) of the Schedule, will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon a control agreement in form sufficient to perfect Silicon’s 's security interest in the Deposit Account and otherwise satisfactory to Silicon in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000*, Borrower shall promptly notify Silicon thereof in writing and provide Silicon with such information regarding the same as Silicon shall request (unless providing such information would waive the Borrower’s 's attorney-client privilege). Such notification to Silicon shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to Silicon, and Borrower shall execute and deliver all such documents and take all such actions as Silicon shall request in connection therewith.. * $175,000 IN THE AGGREGATE AS TO ALL SUCH CLAIMS (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s 's right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by Silicon, use its best * efforts to cause such third party to execute and deliver to Silicon, in form acceptable to Silicon, such waivers and subordinations as Silicon shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located.. * COMMERCIALLY REASONABLE

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower, and except for non-exclusive licenses granted by Borrower to its customers in the ordinary course of business. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances Liens and adverse claims, except for Permitted Liens. Silicon Lender now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon Lender and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s Deposit AccountsAccounts as of the date hereof, and Borrower will give Silicon Lender five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon Lender a control agreement in form sufficient to perfect SiliconLender’s security interest in the Deposit Account and otherwise satisfactory to Silicon Lender in its good faith business judgmentGood Faith Business Judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon Lender thereof in writing and provide Silicon Lender with such information regarding the same as Silicon Lender shall request (unless providing such information would waive the Borrower’s attorney-client privilege)request. Such notification to Silicon Lender shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to SiliconLender, and Borrower shall execute and deliver all such documents and take all such actions as Silicon Lender shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises as to which Borrower is a tenant or in which any third party has an interest, Borrower shall, whenever requested by SiliconLender, use its best commercially reasonable efforts to cause the landlord or such third party to execute and deliver to SiliconLender, in form acceptable to SiliconLender, such waivers and subordinations as Silicon Lender shall specify in its good faith business judgmentGood Faith Business Judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located. (e) Except as disclosed in the Representations, Borrower is not a party to, nor is it bound by, any license or other agreement that is important for the conduct of Borrower’s business and that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property important for the conduct of Borrower’s business. (f) Borrower is the sole owner of the Intellectual Property, except for non-exclusive licenses granted by Borrower to its customers in the ordinary course of business. To the best of Borrower’s knowledge, each of the Copyrights, Trademarks and Patents is valid and enforceable, and no part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and no claim has been made to Borrower 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 cause a Material Adverse Change.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon PFG now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon PFG and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s 's Deposit Accounts, and Borrower will give Silicon PFG five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon PFG a control agreement in form sufficient to perfect Silicon’s PFG's security interest in the Deposit Account and otherwise satisfactory to Silicon PFG in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assertasserting, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon PFG thereof in writing and provide Silicon PFG with such information regarding the same as Silicon PFG shall request (unless providing such information would waive the Borrower’s 's attorney-client privilege). Such notification to Silicon PFG shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to SiliconPFG, and Borrower shall execute and deliver all such documents and take all such actions as Silicon PFG shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s 's right to remove any Collateral from the leased premises. Whenever any Collateral in excess of $10,000 is located upon premises in which any third party has an interest, Borrower shall, whenever requested by SiliconPFG, use its best commercially reasonable efforts to cause such third party to execute and deliver to SiliconPFG, in form acceptable to SiliconPFG, such waivers and subordinations subordination as Silicon PFG shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, now has and will at all times in the future behave good title to, rights in, and the sole owner power to Transfer each item of all the Collateral, except for items of Equipment Collateral upon which are leased it purports to Borrower. The Collateral now is and will remain xxxxx x Xxxx hereunder free and clear of any and all liens, charges, security interests, encumbrances and adverse claimsLiens, except for Permitted Liens. Silicon PFG now has, and will continue to have, a firstFirst-priority Priority perfected and enforceable security interest in­terest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon PFG and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s Deposit Accounts, and Borrower will give Silicon PFG five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon PFG a control agreement Control Agreement in form sufficient to perfect Silicon’s security interest in the Deposit Account and otherwise satisfactory to Silicon PFG in its good faith business judgment. Nothing herein limits any requirements which may be set forth judgment and sufficient to perfect PFG’s security interest in such Deposit Account, subject to the Schedule as to where Deposit Accounts will be maintainedrights of the Senior Lender. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assertasserting, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon PFG thereof in writing and provide Silicon PFG with such information regarding the same as Silicon PFG shall request (unless providing such information would waive the Borrower’s attorney-client privilege). Such notification to Silicon PFG shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to SiliconPFG, and Borrower shall execute and deliver all such documents and take all such actions as Silicon PFG shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s right to remove any Collateral from the leased premises. Whenever any Collateral (except for digital control units, thermostats, or other equipment affixed to dwellings or commercial structures in the ordinary course of Borrower’s business in connection with virtual peaking capacity contracts with its customers) is located upon premises in which any third party has an interest, Borrower shall, whenever requested by SiliconPFG, use its best all commercially reasonable efforts to cause such third party to execute exe­cute and deliver to SiliconPFG, in form acceptable to SiliconPFG, such waivers and subordinations as Silicon PFG shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. To the best of Borrower’s knowledge, Silicon now has, and will continue to have, until Obligations under this Agreement are paid in full and this Agreement is terminated, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon and the Collateral against all claims of othersothers (other than with respect to Permitted Liens) until Obligations under this Agreement are paid in full and this Agreement is terminated. (b) Borrower has set forth in the Representations and Warranties Certificate all of Borrower’s Deposit AccountsAccounts as of the date of this Agreement, and Borrower will give Silicon five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon a control agreement in form sufficient to perfect Silicon’s security interest in the Deposit Account and otherwise reasonably satisfactory to Silicon in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds could reasonably be expected to exceed $100,000, Borrower shall promptly notify Silicon thereof in writing and provide Silicon with such information regarding the same as Silicon shall reasonably request (unless providing such information would waive the Borrower’s attorney-client privilege). Such notification to Silicon shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to Silicon, and Borrower shall execute and deliver all such documents and take all such actions as Silicon shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral other than any landlord’s lien available to a lessor by statute or common law (provided, however, such lien shall be at all times junior and subordinate to the lien of Silicon) and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by Silicon, use its best reasonable efforts to cause such third party to execute and deliver to Silicon, in form reasonably acceptable to Silicon, such waivers and subordinations as Silicon shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any material lease of real property where any of the Collateral now or in the future may be located, except to the extent that the failure to so comply could not reasonably be expected to result in a material adverse effect on Borrower. (e) Borrower hereby authorizes Silicon to file financing statements, without notice to Borrower, with all appropriate jurisdictions in order to perfect or protect Silicon’s interest or rights hereunder, which financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all in Silicon’s discretion.

Title to Collateral; Perfection; Permitted Liens. (a) Such Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to such Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon PFG now has, and will continue to have, a first-priority (subject only to the security interest of the Senior Lender, to the extent of the Senior Debt Limit) perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and such Borrower will at all times defend Silicon PFG and the Collateral against all claims of others. (b) Such Borrower has set forth in the Representations all of such Borrower’s Deposit Accounts, and such Borrower will give Silicon PFG five Business Days advance written notice before establishing any new Deposit Accounts and will will, subject to the rights of the Senior Lender, cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon PFG a control agreement in form sufficient to perfect SiliconPFG’s security interest in the Deposit Account and otherwise satisfactory to Silicon PFG in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that such Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assertasserting, and in which the potential recovery exceeds $100,000, such Borrower shall promptly notify Silicon PFG thereof in writing and provide Silicon PFG with such information regarding the same as Silicon PFG shall request (unless providing such information would waive the such Borrower’s attorney-client privilege). Such notification to Silicon PFG shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to SiliconPFG, and such Borrower shall execute and deliver all such documents and take all such actions as Silicon PFG shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Except as set forth in the Representations, such Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair such Borrower’s right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, such Borrower shall, whenever requested by SiliconPFG at any time there are monetary Obligations outstanding or requested by a Borrower, use its best commercially reasonable efforts to cause such third party to execute and deliver to SiliconPFG, in form acceptable to SiliconPFG, such waivers and subordinations as Silicon PFG shall specify in its good faith business judgment. Such Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted LiensLiens and except for the adverse claims asserted in the litigation referred to in Schedule 2 hereto. Silicon now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s 's Deposit Accounts, and Borrower will give Silicon five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon a control agreement in form sufficient to perfect Silicon’s 's security interest in the Deposit Account and otherwise satisfactory to Silicon in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon thereof in writing and provide Silicon with such information regarding the same as Silicon shall request (unless providing such information would waive the Borrower’s 's attorney-client privilege). Such notification to Silicon shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to Silicon, and Borrower shall execute and deliver all such documents and take all such actions as Silicon shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s 's right to remove any Collateral from the leased premises. Whenever any Collateral is located upon SILICON VALLEY BANK LOAN AND SECURITY AGREEMENT premises in which any third party has an interest, Borrower shall, whenever requested by Silicon, use its best commercially reasonable efforts to cause such third party to execute and deliver to Silicon, in form acceptable to Silicon, such waivers and subordinations as Silicon shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is Borrowers are now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to BorrowerBorrowers. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower Borrowers will at all times defend Silicon and the Collateral against all claims of others. (b) Borrower has Borrowers have set forth in the Representations all of Borrower’s Borrowers’ Deposit Accounts, and each Borrower will give Silicon five Business Days advance written notice before establishing any new Deposit Accounts with a bank other than Silicon and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon a control agreement in form sufficient to perfect Silicon’s security interest in the Deposit Account and otherwise satisfactory to Silicon in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that either Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000, such Borrower shall promptly notify Silicon thereof in writing and provide Silicon with such information regarding the same as Silicon shall request (unless providing such information would waive the Borrower’s attorney-client privilege). Such notification to Silicon shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to Silicon, and Borrower Borrowers shall execute and deliver all such documents and take all such actions as Silicon shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Neither Borrower is not and is, nor will not it become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair either Borrower’s right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower Borrowers shall, whenever requested by Silicon, use its best their commercially reasonable efforts to cause such third party to execute and deliver to Silicon, in form acceptable to Silicon, such waivers and subordinations as Silicon shall specify in its good faith business judgment. Each Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon and the Collateral against all claims of othersothers (other than for rightful claims pertaining to the holders of Permitted Liens). (b) Borrower has set forth in the Representations all of Borrower’s Deposit Accounts, and Borrower will give Silicon five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon a control agreement in form sufficient to perfect Silicon’s security interest in the Deposit Account and otherwise satisfactory to Silicon in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon thereof in writing and provide Silicon with such information regarding the same as Silicon shall request (unless providing such information would waive the Borrower’s attorney-client privilege). Such notification to Silicon shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to Silicon, and Borrower shall execute and deliver all such documents and take all such actions as Silicon shall reasonably request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by Silicon, use its best efforts to cause such third party to execute and deliver to Silicon, in form acceptable to SiliconSilicon in its good faith business judgment, such waivers and subordinations as Silicon shall specify in its good faith business judgment, except when any such Collateral is in transit or located at any subcontractor’s facility. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s 's Deposit Accounts, and Borrower will give Silicon five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon a control agreement in form sufficient to perfect Silicon’s 's security interest in the Deposit Account and otherwise satisfactory to Silicon in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon thereof in writing and provide Silicon with such information regarding the same as Silicon shall request (unless providing such information would waive the Borrower’s 's attorney-client privilege). Such notification to Silicon shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to Silicon, and Borrower shall execute and deliver all such documents and take all such actions as Silicon shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s 's right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Silicon Valley Bank Loan and Security Agreement --------------------------------------------------------------------------- Borrower shall, whenever requested by Silicon, use its best efforts to cause such third party to execute and deliver to Silicon, in form acceptable to Silicon, such waivers and subordinations as Silicon shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Perfection; Permitted Liens. (a) Except as set forth on the Perfection Certificate, each of Holdings and Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liensLiens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon Lender now has, and will continue to have, subject to the Intercreditor Agreements, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Holdings and Borrower will at all times defend Silicon Lender and the Collateral against all claims of others. (b) Each of Holdings and Borrower has set forth in the Representations Perfection Certificate all of Holdings’ and Borrower’s Deposit Accounts, and each of Holdings and Borrower will give Silicon Lender five Business Days advance written notice before establishing any new Deposit Accounts and and, subject to the Intercreditor Agreements, will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon Lender a control agreement in form sufficient to perfect SiliconXxxxxx’s security interest in the Deposit Account and otherwise satisfactory to Silicon Lender in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintainedsole and absolute discretion. (c) In the event that Holdings or Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000250,000 (as determined by Borrower in good faith), Holdings or Borrower shall promptly notify Silicon Lender thereof in writing and provide Silicon Lender with such information regarding the same as Silicon Lender shall request (unless providing such information would waive the Borrower’s attorney-client privilege)request. Such notification to Silicon Lender shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to SiliconLender, and Holdings and Borrower shall execute and deliver all such documents and take all such actions as Silicon Lender shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Holdings and Borrower is are not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Holdings’ and Borrower’s right rights to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises real property in which any third party has an interest, Holdings and Borrower shall, whenever reasonably requested by SiliconXxxxxx, use its best efforts to cause such third party to execute and deliver to SiliconLender, in form acceptable to SiliconLender, such waivers and subordinations as Silicon Lender shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be locatedspecify.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner * of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s 's Deposit Accounts, and Borrower will give Silicon five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon a control agreement in form sufficient to perfect Silicon’s 's security interest in the Deposit Account and otherwise satisfactory to Silicon in its good faith business judgmentjudgment *. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon thereof in writing and provide Silicon with such information regarding the same as Silicon shall request (unless providing such information would waive the Borrower’s 's attorney-client privilege). Such notification to Silicon shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to Silicon, and Borrower shall execute and deliver all such documents and take all such actions as Silicon shall request in connection therewith. . ((d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair impair, Borrower’s 's right to remove any Collateral from the leased premises. * Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by Silicon, use its best efforts to cause such third party to execute and deliver to Silicon, in form acceptable to Silicon, such waivers and subordinations as Silicon shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s Deposit Accounts, and Borrower will give Silicon five (5) Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon a control agreement in form sufficient to perfect Silicon’s security interest in the Deposit Account and otherwise satisfactory to Silicon in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon thereof in writing and provide Silicon with such information regarding the same as Silicon shall request (unless providing such information would waive the Borrower’s attorney-client privilege). Such notification to Silicon shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to Silicon, and Borrower shall execute and deliver all such documents and take all such actions as Silicon shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by Silicon, use its best efforts to cause such third party to execute and deliver to Silicon, in form acceptable to Silicon, such waivers and subordinations as Silicon shall specify in its good faith business judgment. Borrower will keep in full force and effect, effect and will comply with all material terms of, of any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower, and except for non-exclusive licenses granted by Borrower to its customers in the ordinary course of business. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances Liens and adverse claims, except for Permitted Liens. Silicon Lender now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon Lender and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s Deposit AccountsAccounts as of the date hereof, and Borrower will give Silicon Lender five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon Lender a control agreement in form sufficient to perfect SiliconLender’s security interest in the Deposit Account and otherwise satisfactory to Silicon Lender in its good faith business judgmentGood Faith Business Judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon Lender thereof in writing and provide Silicon Lender with such information regarding the same as Silicon Lender shall request (unless providing such information would waive the Borrower’s attorney-client privilege)request. Such notification to Silicon Lender shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to SiliconLender, and Borrower shall execute and deliver all such documents and take all such actions as Silicon Lender shall request in connection therewithto perfect such interest. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s 's right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by SiliconLender, use its best commercially reasonable efforts to cause such third party to execute and deliver to SiliconLender, in form acceptable to SiliconLender, such waivers and subordinations as Silicon Lender shall specify in its good faith business judgmentGood Faith Business Judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located. (e) Except as disclosed in the Representations, Borrower is not a party to, nor is it bound by, any license or other agreement that is important for the conduct of Borrower’s business and that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property important for the conduct of Borrower’s business. (f) Borrower is the sole owner of the Intellectual Property, except for non-exclusive licenses granted by Borrower to its customers in the ordinary course of business. To the best of Borrower’s knowledge, each of the Copyrights, Trademarks and Patents is valid and enforceable, and no part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and no claim has been made to Borrower 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 cause a Material Adverse Change.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s Deposit Accounts, and Borrower will give Silicon five (5) Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon a control agreement in form sufficient to perfect Silicon’s security interest in the Deposit Account and otherwise satisfactory to Silicon in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon thereof in writing and provide Silicon with such information regarding the same as Silicon shall request (unless providing such information would waive the Borrower’s attorney-client privilege). Such notification to Silicon shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to Silicon, and Borrower shall execute and deliver all such documents and take all such actions as Silicon shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by Silicon, use its best efforts to cause such third party to execute and deliver to Silicon, in form acceptable to Silicon, such waivers and subordinations as Silicon shall specify in its good faith business judgment. Borrower will keep in full force and effect, effect and will comply with all material terms of, of any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to BorrowerBorrower and except for Permitted Liens. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon PFG now has, and will continue to have, a first-priority perfected and an enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon PFG and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s Deposit Accounts, as of the date hereof, and Borrower will give Silicon PFG five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon PFG a control agreement in form sufficient to perfect SiliconPFG’s security interest in the Deposit Account and otherwise satisfactory to Silicon PFG in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends gives written notice of its intention to assert, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon PFG thereof in writing and provide Silicon PFG with such information regarding the same as Silicon PFG shall request (unless providing such information would waive the Borrower’s attorney-client privilege). Such notification to Silicon PFG shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to SiliconPFG, and Borrower shall execute and deliver all such documents and take all such actions as Silicon PFG shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by SiliconPFG, use its best commercially reasonable efforts to cause such third party to execute and deliver to SiliconPFG, in form acceptable to SiliconPFG, such waivers and subordinations as Silicon PFG shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claimsLiens, except for Permitted Liens. Silicon PFG now has, and will continue to have, a firstFirst-priority Priority perfected and enforceable (except as may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance or other laws applicable to creditors’ rights generally) security interest in all of the Collateral, subject only to the Permitted Liens, Collateral and Borrower will at all times defend Silicon PFG and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s Deposit Accounts, and Borrower will give Silicon PFG five (5) Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon PFG (or to the Senior Lender and to PFG) a control agreement Control Agreement in form sufficient to perfect SiliconPFG’s security interest in the Deposit Account and otherwise satisfactory to Silicon PFG in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assertasserting, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon PFG thereof in writing and provide Silicon PFG with such information regarding the same as Silicon PFG shall request (unless providing such information would waive the Borrower’s attorney-client privilege). Such notification to Silicon PFG shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to SiliconPFG, and Borrower shall execute and deliver all such documents and take all such actions as Silicon PFG shall request in connection therewith. (d) None Set forth in the Representations is every location where Collateral having a fair market value of $100,000 or more (in the Collateral now aggregate as to each such location) is or will be located (whether by being affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s right to remove any Collateral from the leased premisesotherwise). Whenever any Collateral having a fair market value, as to any one location, of $100,000 or more is located upon a premises in which any third party has an interest, Borrower shall, whenever requested by SiliconPFG, use its best commercially reasonable efforts to cause such third party to execute and deliver to SiliconPFG, in form acceptable to SiliconPFG, such waivers and subordinations as Silicon PFG shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon PFG now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon PFG and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s Deposit Accounts, and Borrower will give Silicon PFG five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon PFG a control agreement in form sufficient to perfect SiliconPFG’s security interest in the Deposit Account and otherwise satisfactory to Silicon PFG in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assertasserting, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon PFG thereof in writing and provide Silicon PFG with such information regarding the same as Silicon PFG shall request (unless providing such information would waive the Borrower’s attorney-client privilege). Such notification to Silicon PFG shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to SiliconPFG, and Borrower shall execute and deliver all such documents and take all such actions as Silicon PFG shall request in connection therewith. (d) None No Non-trivial part of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture, except for power generation equipment affixed to Borrower's premises on the date hereof and any replacement thereof. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any Non-trivial part of the Collateral (which, solely for the purposes of this covenant, shall be deemed to be Collateral with a value in excess of $250,000) and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s 's right to remove any Collateral (unless expressly permitted by any landlord consent addressed to PFG) from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by SiliconPFG, use its best commercially reasonable efforts to cause such third party to execute and deliver to SiliconPFG, in form acceptable to SiliconPFG, such waivers and subordinations as Silicon PFG shall specify in its good faith business judgment; provided however, that Inventory may be held at various premises during transportation to customers without PFGs prior written consent, to the extent it is in the ordinary course of business. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower Debtor is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to BorrowerDebtor and except for Permitted Liens. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon PFG now has, and will continue to have, a first-priority perfected and an enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower Debtor will at all times defend Silicon PFG and the Collateral against all claims of others. (b) Borrower has set Set forth in the Representations on Exhibit A hereto are all of BorrowerDebtor’s Deposit Accounts, as of the date hereof, and Borrower Debtor will give Silicon PFG five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon PFG a control agreement in form sufficient to perfect SiliconPFG’s security interest in the Deposit Account and otherwise satisfactory to Silicon PFG in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower Debtor shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends gives written notice of its intention to assert, and in which the potential recovery exceeds $100,000, Borrower Debtor shall promptly notify Silicon PFG thereof in writing and provide Silicon PFG with such information regarding the same as Silicon PFG shall request (unless providing such information would waive the BorrowerDebtor’s attorney-client privilege). Such notification to Silicon PFG shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to SiliconPFG, and Borrower Debtor shall execute and deliver all such documents and take all such actions as Silicon PFG shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower Debtor is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair BorrowerDebtor’s right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower Debtor shall, whenever requested by SiliconPFG, use its best commercially reasonable efforts to cause such third party to execute and deliver to SiliconPFG, in form acceptable to SiliconPFG, such waivers and subordinations as Silicon PFG shall specify in its good faith business judgment. Borrower Debtor will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to BorrowerBorrower and except for non-exclusive licenses granted to its customers in the ordinary course of business, and licenses granted to Borrower by third parties with respect to intellectual property owned by such third parties. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon PFG now has, and will continue to have, a first-priority (subject only to the security interest of the Senior Lender) perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon PFG and the Collateral against all claims of others, excepting Permitted Liens. (b) Borrower has set forth in the Representations all of Borrower’s Deposit AccountsAccounts as of the date hereof, and Borrower will give Silicon PFG five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon PFG a control agreement in form sufficient to perfect SiliconPFG’s security interest in the Deposit Account and otherwise satisfactory to Silicon PFG in its good faith business judgment. Nothing herein limits , provided that PFG’s rights under any requirements which may such control agreement shall be set forth in subject to the Schedule as to where Deposit Accounts will be maintainedrights of the Senior Lender. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assertasserting, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon PFG thereof in writing and provide Silicon PFG with such information regarding the same as Silicon PFG shall request (unless providing such information would waive the Borrower’s attorney-client privilege). Such notification to Silicon PFG shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to SiliconPFG, and Borrower shall execute and deliver all such documents and and, subject to the rights of the Senior Lender, take all such actions as Silicon PFG shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Except as set forth in the Schedule, without the prior written consent of PFG, which consent may be conditioned upon PFG securing a landlord waiver in such form as PFG may specify, Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any Collateral with a value in excess of the Collateral $100,000, and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s 's right to remove any Collateral with a value in excess of $100,000 from the such leased premises. Whenever any Collateral with a value in excess of $100,000 is located upon premises in which any third party has an interest, Borrower shall, whenever requested by SiliconPFG, use its best commercially reasonable efforts to cause such third party to execute and deliver to SiliconPFG, in form acceptable to SiliconPFG, such waivers and subordinations as Silicon PFG shall specify in its good faith business judgment. Borrower will keep notify PFG in full force and effect, and will comply with all material terms of, advance of terminating any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon Lender now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon Lender and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s Deposit Accounts, and Borrower will give Silicon Lender five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon Lender a control agreement in form sufficient to perfect SiliconLender’s security interest in the Deposit Account and otherwise satisfactory to Silicon Lender in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,00025,000, Borrower shall promptly notify Silicon Lender thereof in writing and provide Silicon Lender with such information regarding the same as Silicon Lender shall request (unless providing such information would waive the Borrower’s attorney-client privilege)request. Such notification to Silicon Lender shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to SiliconLender, and Borrower shall execute and deliver all such documents and take all such actions as Silicon Lender shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s 's right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises real property in which any third party has an interest, Borrower shall, whenever requested by SiliconLender, use its best efforts to cause such third party to execute and deliver to SiliconLender, in form acceptable to SiliconLender, such waivers and subordinations as Silicon Lender shall specify in its good faith business judgmentspecify. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon Lender now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon Lender and the Collateral against all claims of others. (b) Borrower has set forth identified in the Representations Borrower Disclosures, attached hereto, all of Borrower’s Deposit Accounts, and Borrower will give Silicon Lender five Business Days advance written notice before establishing any new Deposit Accounts and and, at Lender’s request, will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon Lender a control agreement in form sufficient to perfect SiliconLender’s security interest in the Deposit Account and otherwise satisfactory to Silicon Lender in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,00025,000, Borrower shall promptly notify Silicon Lender thereof in writing and provide Silicon Lender with such information regarding the same as Silicon Lender shall request (unless providing such information would waive the Borrower’s attorney-client privilege)request. Such notification to Silicon Lender shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to SiliconLender, and Borrower shall execute and deliver all such documents and take all such actions as Silicon Lender shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises real property in which any third party has an interest, Borrower shall, whenever requested by SiliconLender, use its best efforts to cause such third party to execute exe‐cute and deliver to SiliconLender, in form acceptable to SiliconLender, such waivers and subordinations as Silicon Lender shall specify in its good faith business judgmentspecify. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is nowas of the Effective Date, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment Collateral which are is leased or licensed to Borrower. The Collateral now is as of the Effective Date and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon now hasAs of the Effective Date, PFG will have, and will continue to have, a firstFirst-priority Priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon the Liens granted to PFG hereunder and use commercially-reasonable efforts to defend the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s Deposit AccountsAccounts as of the Effective Date, and Borrower will shall (i) give Silicon PFG five Business Days advance written notice before establishing any new Deposit Accounts or (ii) depositing any Cash or Cash Equivalents or Investment Property into any new Deposit Account and will (iii) subject to the rights of the Senior Lender, shall cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon PFG a control agreement Control Agreement in form legally and commercially sufficient to perfect SiliconPFG’s security interest in the Deposit Account and otherwise reasonably satisfactory to Silicon PFG in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof Effective Date have any commercial tort claims against others, which it is asserting or intends to assertasserting, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon PFG thereof in writing and provide Silicon PFG with such information regarding the same as Silicon PFG shall request (unless providing such information would waive the Borrower’s attorney-client privilege). Such notification to Silicon PFG shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to SiliconPFG, and Borrower shall execute and deliver all such documents and take all such actions as Silicon PFG shall request in connection therewith. (d) None As of the Effective Date, no Collateral with a value in excess of $100,000 is affixed to any real property in such a manner or with such intent as to become a fixture, except as disclosed in detail in Exhibit A. From and after the Effective Date, without PFG’s consent in each instance, no material part of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not not, except as set forth in Exhibit A, and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by SiliconPFG, use its best commercially reasonable efforts to cause such third party to execute and deliver to SiliconPFG, in form acceptable to SiliconPFG, such waivers and subordinations as Silicon PFG shall specify in its good faith business judgment; provided that, with respect to any property of Borrower which is considered work-in-process but not yet inventory and is temporarily located for finishing with a third party as part of Borrower’s historic manufacturing process, no such third party waiver or subordination will be required with respect to such property so long as (x) temporarily locating such property with a third party is consistent with Borrower’s past manufacturing processes and (y) such property is not located with any such third party for a period longer than the time required by such third party to complete the work on such property. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s Deposit Accounts, and Borrower will give Silicon five (5) Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon a control agreement in form sufficient to perfect Silicon’s security interest in the Deposit Account and otherwise satisfactory to Silicon in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000200,000, Borrower shall promptly notify Silicon thereof in writing and provide Silicon with such information regarding the same as Silicon shall request (unless providing such information would waive the Borrower’s attorney-client privilege). Such notification to Silicon shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to Silicon, and Borrower shall execute and deliver all such documents and take all such actions as Silicon shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by Silicon, use its best efforts to cause such third party to execute and deliver to Silicon, in form acceptable to Silicon, such waivers and subordinations as Silicon shall specify in its good faith business judgment. Borrower will keep in full force and effect, effect and will comply with all material terms of, of any lease of real property where any of the Collateral now or in the future may be located, provided, however, that Borrower has notified Silicon of an ongoing dispute with respect to its lease for the premises located at Santa Clara, California and agrees to advise Silicon of an material develops in connection with such lease dispute.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner have good title to of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s 's Deposit Accounts, and Borrower will give Silicon five (5) Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon a control agreement in form sufficient to perfect Silicon’s 's security interest in the Deposit Account and otherwise satisfactory to Silicon in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon thereof in writing and provide Silicon with such information regarding the same as Silicon shall reasonably request (unless providing such information would waive the Borrower’s 's attorney-client privilege). Such notification to Silicon shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to Silicon, and Borrower shall execute and deliver all such documents and take all such actions as Silicon shall reasonably request in connection therewith. (d) None Except for the equipment and fixtures set forth in the Representations, none of the Collateral having a value in the aggregate in excess of $50,000 now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s 's right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by Silicon, use its best commercially reasonable efforts to cause such third party to execute and deliver to Silicon, in form acceptable to Silicon, such waivers and subordinations as Silicon shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower, and except for non-exclusive licenses granted by Borrower to its customers in the ordinary course of business, and possible claims which may be asserted in litigation involving a claim of less then $200,000. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances Liens and adverse claims, except for Permitted Liens. Silicon Lender now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon Lender and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s 's Deposit AccountsAccounts at the date hereof, and Borrower will give Silicon Lender five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon Lender a control agreement in form sufficient to perfect Silicon’s Lender's security interest in the Deposit Account and otherwise satisfactory to Silicon Lender in its good faith business judgmentGood Faith Business Judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon Lender thereof in writing and provide Silicon Lender with such information regarding the same as Silicon Lender shall request (unless providing such information would waive the Borrower’s attorney-client privilege)request. Such notification to Silicon Lender shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to SiliconLender, and Borrower shall execute and deliver all such documents and take all such actions as Silicon Lender shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, intent as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibitssuperior to the security interest of Lender, restrains, impairs or will prohibit, restrain or impair Borrower’s right to remove any Collateral from without the leased premisesprior written consent of Lender. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by SiliconLender, use its best commercially reasonable efforts to cause such third party to execute and deliver to SiliconLender, in form acceptable to SiliconLender, such waivers and subordinations as Silicon Lender shall specify in its good faith business judgmentGood Faith Business Judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located, unless the failure to do so would not have a material adverse effect on any Collateral. (e) Except as disclosed in the Representations, Borrower is not a party to, nor is it bound by, any license that is material to the conduct of Borrower's business and that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license. (f) Borrower is the sole owner of the Intellectual Property Collateral, except for (i) non-exclusive licenses granted by Borrower to its customers in the ordinary course of business, and (ii) possible claims which may be asserted in litigation involving a claim of less than $200,000. To the best of Borrower's knowledge, each of the Copyrights, Trademarks and Patents is valid and enforceable, and no part of the Intellectual Property Collateral has been judged invalid or unenforceable, in whole or in part, and no claim has been made to Borrower that any part of the Intellectual Property Collateral violates the rights of any third party, in each case except to the extent such claim would not reasonably be expected to cause a Material Adverse Change.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to BorrowerBorrower or sales or other transfers of Collateral expressly permitted by this Agreement. The Collateral now is and will remain free and clear of any and all liensLiens, charges, security interests, encumbrances interests and adverse claimsencumbrances, except for Permitted Liens. Silicon now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Senior Silicon Collateral and a second priority perfected and enforceable security interest in all of the other Collateral, subject only to the Permitted Liens [it being understood that at all times that the Cisco Release Conditions are being met (such times being called a “Release Period”), Silicon’s lien shall be a first priority perfected Lien on all of the Collateral, subject only to Permitted Liens, ] and Borrower will at all times defend Silicon and the Collateral against all claims of others, other than those permitted under this Agreement. (b) Borrower has set forth in the Representations all of Borrower’s Deposit Accounts, and Borrower will give Silicon five (5) Business Days advance written notice before establishing any new Deposit Accounts and at all times after Borrower first satisfies the Cisco Release Conditions (the “Cisco Release Compliance Date”), Borrower will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon a control agreement in form sufficient to perfect Silicon’s security interest in the Deposit Account and otherwise satisfactory to Silicon in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,0001,000,000, Borrower shall promptly notify Silicon thereof in writing and provide Silicon with such information regarding the same as Silicon shall reasonably request (unless providing such information would waive the Borrower’s attorney-client privilege). Such notification to Silicon shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to Silicon, and Borrower shall execute and deliver all such documents and take all such actions as Silicon shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party other than Cisco has an interest, Borrower shall, whenever requested by Silicon, use its best commercially reasonable efforts to cause such third party to execute and deliver to Silicon, in form acceptable to Silicon, such waivers and subordinations as Silicon shall specify in its good faith business judgment. . (e) Borrower will keep in full force and effect, and will comply shall notify Silicon promptly of any default or any event which with all material terms of, any lease the giving of real property where any notice or passage of time would constitute a default under the Collateral now Cisco Credit Agreement or in the future may be locatedAllied Riser Notes.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all of the Collateral, except for items of Equipment which are leased to Borrower. The Collateral is now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon The Bank now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon the Bank and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s 's domestic Deposit AccountsAccounts and Investment Property, and Borrower will give Silicon the Bank five Business Days Days' advance written notice before establishing any new domestic Deposit Accounts and or acquiring additional Investment Property. Borrower will cause the institution where any such new domestic Deposit Account or Investment Property is maintained to execute and deliver to Silicon the Bank a control agreement in form sufficient to perfect Silicon’s the Bank's security interest in the Deposit Account or Investment Property and otherwise satisfactory to Silicon the Bank in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts and/or Investment Property will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, assert and in which the potential recovery exceeds $100,000100,000.00, Borrower shall promptly notify Silicon the Bank thereof in writing and provide Silicon the Bank SILICON VALLEY BANK LOAN AND SECURITY AGREEMENT with such information regarding the same as Silicon the Bank shall request (unless providing such information would waive the Borrower’s 's attorney-client privilege). Such notification to Silicon the Bank shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to Siliconthe Bank, and Borrower shall execute and deliver all such documents and take all such actions as Silicon the Bank shall request in connection therewith. (d) None of the Collateral is now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not now and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrainsrestrains or impairs, impairs or will prohibit, restrain or impair impair, Borrower’s 's right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by Siliconthe Bank, use its best efforts to cause such third party to execute and deliver to Siliconthe Bank, in form acceptable to Siliconthe Bank, such waivers and subordinations as Silicon the Bank shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower, and except for non-exclusive licenses granted by Borrower to its customers in the ordinary course of business. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances Liens and adverse claims, except for Permitted LiensLiens and except for adverse claims arising in the future in a total amount less than $200,000, which are (i) in the aggregate less than $100,000 or (ii) resolved in a manner acceptable to Lender in its Good Faith Business Judgment within ten Business Days after they arise. Silicon Lender now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times use commercially reasonable efforts to defend Silicon Lender and the Collateral against all claims of others.. Square 1 Bank Loan and Security Agreement (b) Borrower has set forth in the Representations all of Borrower’s Deposit AccountsAccounts as of the date hereof, and Borrower will give Silicon Lender five Business Days advance written notice before establishing any new Deposit Accounts Accounts, and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon Lender a control agreement in form sufficient to perfect SiliconLender’s security interest in the Deposit Account and otherwise satisfactory to Silicon Lender in its good faith business judgmentGood Faith Business Judgment, provided that, in the case of Deposit Accounts subject to Permitted Deposit Account Liens, Borrower shall only be obligated to use commercially reasonable efforts to provide Lender with a perfected security interest in such Deposit Accounts, and such security interest shall be subordinate to the security interest of the holder of the Permitted Deposit Account Lien. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000250,000, Borrower shall promptly notify Silicon Lender thereof in writing and provide Silicon Lender with such information regarding the same as Silicon Lender shall request (unless providing such information would waive the Borrower’s attorney-client privilege)request. Such notification to Silicon Lender shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to SiliconLender, and Borrower shall execute and deliver all such documents and take all such actions as Silicon Lender shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by SiliconLender, use its best commercially reasonable efforts to cause such third party to execute and deliver to SiliconLender, in form acceptable to SiliconLender, such waivers landlord agreements, waivers, subordinations and subordinations other agreements as Silicon Lender shall specify in its good faith business judgmentGood Faith Business Judgment. Without limiting the generality of the foregoing, Borrower shall use commercially reasonable efforts to obtain landlord agreements from the landlord of its premises in Texas in favor of Lender in form acceptable to Lender within 45 days after the date hereof. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located. (e) Except as disclosed in the Representations, as of the date hereof, Borrower is not a party to, nor is it bound by, any license or other agreement that is important for the conduct of Borrower’s business and that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property important for the conduct of Borrower’s business. (f) Borrower is the sole owner of the Intellectual Property, except for Permitted Liens and non-exclusive licenses granted by Borrower to its customers in the ordinary course of business. To the best of Borrower’s knowledge, (i) each of the registered Copyrights, Trademarks and Patents is valid and enforceable, (ii) no part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and (iii) no claim has been made to Borrower 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 cause a Material Adverse Change.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon and the Collateral against all claims of others. (b) Borrower has set forth in the Representations Representations, or in notices to Silicon given pursuant to this Section 3.4(b), all of Borrower’s 's Deposit Accounts, and Borrower will give Silicon five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon a control agreement in form sufficient to perfect Silicon’s 's security interest in the Deposit Account and otherwise satisfactory to Silicon in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon thereof in writing and provide Silicon with such information regarding the same as Silicon shall request (unless providing such information would waive the Borrower’s 's attorney-client privilege). Such notification to Silicon shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to Silicon, and Borrower shall execute and deliver all such documents and take all such actions as Silicon shall request in connection therewith. (d) None of the Collateral Equipment financed by Silicon now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s right to remove any Collateral from with priority over the leased premisessecurity interest of Silicon. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by Silicon, use its best commercially reasonable efforts to cause such third party to execute and deliver to Silicon, in form acceptable to Silicon, such waivers and subordinations as Silicon shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s 's Deposit Accounts, and Borrower will give Silicon five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon a control agreement in form sufficient to perfect Silicon’s 's security interest in the Deposit Account and otherwise satisfactory to Silicon in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon thereof in writing and provide Silicon with such information regarding the same as Silicon shall request (unless providing such information would waive the Borrower’s 's attorney-client privilege). Such notification to Silicon shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to Silicon, and Borrower shall execute and deliver all such documents and take all such actions as Silicon shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s 's right to remove any Collateral from the leased premises, except the Lease for Borrower's premises located in Haltom City Texas as to which Borrower will use its best efforts to obtain a landlord lien waiver satisfactory to Silicon. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by Silicon, use its best efforts to cause such third party to execute and deliver to Silicon, in form acceptable to Silicon, such waivers and subordinations as Silicon shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s 's Deposit Accounts, and Borrower will give Silicon five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon a control agreement in form sufficient to perfect Silicon’s 's security interest in the Deposit Account and otherwise satisfactory to Silicon in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon thereof in writing and provide Silicon with such information regarding the same as Silicon shall request (unless providing such information would waive the Borrower’s 's attorney-client privilege). Such notification to Silicon shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to Silicon, and Borrower shall execute and deliver all such documents and take all such actions as Silicon shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s 's right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by Silicon, use its best * efforts to cause such third party to execute and deliver to Silicon, in form acceptable to Silicon, such waivers and subordinations as Silicon shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located.. * reasonable

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral and all Intellectual Property (whether or not included in the Collateral) now is and will at all times remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s Deposit AccountsAccounts (except that the Representations inadvertently omitted a Deposit Account maintained by a subsidiary of Borrower in Taiwan), and Borrower will give Silicon five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon a control agreement in form sufficient to perfect Silicon’s security interest in the Deposit Account and otherwise satisfactory to Silicon in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon thereof in writing and provide Silicon with such information regarding the same as Silicon shall request (unless providing such information would waive the Borrower’s attorney-client privilege). Such notification to Silicon shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to Silicon, and Borrower shall execute and deliver all such documents and take all such actions as Silicon shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by Silicon, use its best efforts to cause such third party to execute and deliver to Silicon, in form acceptable to Silicon, such waivers and subordinations as Silicon shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claimsLiens, except for Permitted Liens. Silicon For Collateral in which a security interest may be perfected by the filing of a UCC financing statement, upon the filing a UCC financing statement in Borrower’s jurisdiction of organization and, in the case of Intellectual Property with respect to which a security interest may be perfected by filing, recording or registration in the United States, upon recording of Intellectual Property security documents, and in other Collateral in which a security interest is otherwise perfected, PFG now has, and will continue to have, a firstFirst-priority Priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon PFG and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s Deposit AccountsAccounts as of the date hereof, and Borrower will give Silicon PFG five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon PFG a control agreement Control Agreement in form reasonably satisfactory to PFG and legally sufficient to perfect SiliconPFG’s security interest in the such Deposit Account and otherwise satisfactory to Silicon in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintainedAccount. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assertasserting, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon PFG thereof in writing and provide Silicon PFG with such information regarding the same as Silicon PFG shall request (unless providing such information would waive the Borrower’s attorney-client privilege). Such notification to Silicon PFG shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to SiliconPFG, and Borrower shall execute and deliver all such documents and take all such actions as Silicon PFG shall request in connection therewithto perfect PFG’s security interest therein. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. , unless specified in Exhibit A. Except as specified in Exhibit A, Borrower is not and and, without a Landlord Consent in favor of PFG, will not (without PFG’s consent), become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any Collateral senior to the rights of PFG in such Collateral (other than immovable fixtures and tenant improvements financed by the lessor and Collateral and with an aggregate value not in excess of $50,000) and, except as specified in Exhibit A, no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s right to remove any such Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by SiliconPFG, use its best commercially reasonable efforts to cause such third party to execute and deliver to SiliconPFG, in form reasonably acceptable to SiliconPFG, a Landlord Consent or such other waivers and subordinations as Silicon PFG shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located, except to the extent that such failure to do so would not result in a Material Adverse Change.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower Each Obligor is now, and will at all times in the future be, the sole owner of all the CollateralCollateral owned by it, except for items of Equipment which are leased to Borroweran Obligor. The All such Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon PFG now has, and will continue to have, a firstFirst-priority Priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower each Obligor will at all times defend Silicon PFG and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrowereach Obligor’s Deposit Accounts, and Borrower each Obligor will give Silicon PFG five Business Days advance written notice before establishing or permitting any Obligor to establish any new Deposit Accounts and will will, subject to Section 8(b) of the Schedule, cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon PFG a control agreement Control Agreement in form sufficient to perfect SiliconPFG’s security interest in the Deposit Account and otherwise satisfactory to Silicon PFG in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower an Obligor shall at any time after the date hereof Effective Date have any commercial tort claims against others, which it is asserting or intends to assertasserting, and in which the potential recovery exceeds $100,000, Borrower such Obligor shall promptly notify Silicon PFG thereof in writing and provide Silicon PFG with such information regarding the same as Silicon PFG shall request (unless providing such information would waive the Borrowersuch Obligor’s attorney-client privilege). Such notification to Silicon PFG shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to SiliconPFG, and Borrower such Obligor shall execute and deliver all such documents and take all such actions as Silicon PFG shall request in connection therewiththerewith in order to perfect its security interest. (d) None No material part of the any Obligor’s Collateral now is affixed to any real property in such a manner or with such intent as to become a fixture except as set forth in Exhibit A. From and after the Effective Date, without PFG’s consent in each instance, no material part of such Collateral will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower Each Obligor is not and will not not, without PFG’s consent, become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral (other than by operation of law) and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borroweran Obligor’s right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower each Obligor shall, whenever requested by SiliconPFG, use its best commercially reasonable efforts to cause such third party to execute and deliver to SiliconPFG, in form acceptable to SiliconPFG, such waivers and subordinations as Silicon PFG shall specify in its good faith business judgment. Borrower Each Obligor will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner owner* of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s 's Deposit Accounts, and Borrower will give Silicon five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon a control agreement in form sufficient to perfect Silicon’s 's security interest in the Deposit Account and otherwise satisfactory to Silicon in its good faith business judgment*. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon thereof in writing and provide Silicon with such information regarding the same as Silicon shall request (unless providing such information would waive the Borrower’s 's attorney-client privilege). Such notification to Silicon shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to Silicon, and Borrower shall execute and deliver all such documents and take all such actions as Silicon shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no as such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s 's right to remove any Collateral from the leased premises. .* Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by Silicon, use its best efforts to cause such third party to execute and deliver to Silicon, in form from acceptable to Silicon, such waivers and subordinations as Silicon shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower, and except for non-exclusive licenses granted by Borrower to its customers in the ordinary course of business. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances Liens and adverse claims, except for Permitted Liens. Silicon Agent for the benefit of Lenders now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon Agent and Lenders and the Collateral against all claims of others. (b) Borrower Xxxxxxxx has set forth in the Representations all of Borrower’s Deposit AccountsAccounts as of the date hereof, and Borrower will give Silicon five Business Days advance Agent prompt written notice before upon establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained (if such new Deposit Account is maintained within the United States) to execute and deliver to Silicon Agent for the benefit of Lenders a control agreement in form sufficient to perfect SiliconAgent’s security interest in the Deposit Account for the benefit of Agent and Lenders and otherwise satisfactory to Silicon Agent in its good faith business judgmentGood Faith Business Judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000[***], Borrower shall promptly notify Silicon Agent thereof in writing and provide Silicon Agent with such information regarding the same as Silicon Agent shall request (unless providing such information would waive the Borrower’s attorney-client privilege)request. Such notification to Silicon Agent shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to SiliconAgent for the benefit of Xxxxxxx, and Borrower shall execute and deliver all such documents and take all such actions as Silicon Agent shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s right to remove any Collateral from the leased premises. Whenever any Collateral with a value in excess of [***] is located upon premises in which any third party has an interestinterest (other than Equipment maintained at customer locations in the ordinary course of business), Borrower shall, whenever requested by SiliconAgent, use its best commercially reasonable efforts to cause such third party to execute and deliver to SiliconAgent, in form reasonably acceptable to SiliconAgent, such waivers landlord agreements, waivers, subordinations and subordinations other agreements as Silicon Agent shall specify in its good faith business judgmentGood Faith Business Judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located. (e) Except as disclosed in the Representations, Borrower is not a party to, nor is it bound by, any license or other agreement that is important for the conduct of Xxxxxxxx’s business and that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property important for the conduct of Borrower’s business. (f) Borrower is the sole owner of the Intellectual Property, except for non-exclusive licenses granted by Borrower to its customers in the ordinary course of business. To the best of Borrower’s knowledge, each of the Copyrights, Trademarks and Patents is valid and enforceable, and no part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and no claim has been made to Borrower 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 result in liability of the Borrower exceeding [***] or cause a Material Adverse Change.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon PFG now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon PFG and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s Deposit Accounts, and Borrower will give Silicon PFG five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon PFG a control agreement in form sufficient to perfect SiliconPFG’s security interest in the Deposit Account and otherwise satisfactory to Silicon PFG in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assertasserting, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon PFG thereof in writing and provide Silicon PFG with such information regarding the same as Silicon PFG shall request (unless providing such information would waive the Borrower’s attorney-client privilege). Such notification to Silicon PFG shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to SiliconPFG, and Borrower shall execute and deliver all such documents and take all such actions as Silicon PFG shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral (except such rights which may be obtained after the date hereof, are reasonably acceptable to PFG and are specifically subordinated to the security interest of PPFG) and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by SiliconPFG, use its best commercially reasonable efforts to cause such third party to execute and deliver to SiliconPFG, in form acceptable to SiliconPFG, such waivers and subordinations as Silicon PFG shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon and the Collateral against all claims of others.. SILICON VALLEY BANK LOAN AND SECURITY AGREEMENT ------------------------------------------------------------------------------- (b) Borrower has set forth in the Representations all of Borrower’s 's Deposit Accounts, and Borrower will give Silicon five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon a control agreement in form sufficient to perfect Silicon’s 's security interest in the Deposit Account and otherwise satisfactory to Silicon in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon thereof in writing and provide Silicon with such information regarding the same as Silicon shall request (unless providing such information would waive the Borrower’s 's attorney-client privilege). Such notification to Silicon shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to Silicon, and Borrower shall execute and deliver all such documents and take all such actions as Silicon shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s right to remove any Collateral from the leased premises. Whenever any Collateral Equipment or Inventory is located upon in a warehouse or other premises in which any third party has an interest, Borrower shall, whenever requested by Silicon, use its best efforts to cause such third party to execute and deliver to Silicon, in form acceptable to Silicon, such waivers and subordinations as Silicon shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased or licensed to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon Bank now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon Bank and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s Deposit Accounts's deposit accounts, securities accounts, and commodity accounts (collectively, "Collateral Accounts"). Borrower will give Silicon Bank five (5) Business Days advance written notice before establishing any new Deposit Accounts Collateral Account with a bank or financial institution other than Bank and will cause the institution entity where any such new Deposit Collateral Account is maintained to execute and deliver to Silicon Bank a control agreement in form sufficient to perfect Silicon’s Bank's security interest in the Deposit Collateral Account and otherwise satisfactory to Silicon Bank in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Collateral Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assertasserting, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon Bank thereof in writing and provide Silicon Bank with such information regarding the same as Silicon Bank shall request (unless providing such information would waive the Borrower’s 's attorney-client privilege). Such notification to Silicon Bank shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to SiliconBank, and Borrower shall execute and deliver all such documents and take all such actions as Silicon Bank shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s 's right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by SiliconBank, use its best efforts to cause such third party to execute and deliver to SiliconBank, in form acceptable to SiliconBank, such waivers and subordinations as Silicon Bank shall specify in its good faith business judgment. In the event that such waivers and subordinations are not obtained, Bank may, in its discretion, establish appropriate reserves against the Borrowing Base. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon Lender now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon Lender and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s 's Deposit Accounts, and Borrower will give Silicon Lender five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon Lender a control agreement in form sufficient to perfect Silicon’s Lender's security interest in the Deposit Account and otherwise satisfactory to Silicon Lender in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,00025,000, Borrower shall promptly notify Silicon Lender thereof in writing and provide Silicon Lender with such information regarding the same as Silicon Lender shall request (unless providing such information would waive the Borrower’s attorney-client privilege)request. Such notification to Silicon Lender shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to SiliconLender, and Borrower shall execute and deliver all such documents and take all such actions as Silicon Lender shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s 's right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises real property in which any third party has an interest, Borrower shall, whenever requested by SiliconLender, use its best efforts to cause such third party to execute and deliver to SiliconLender, in form acceptable to SiliconLender, such waivers and subordinations as Silicon Lender shall specify in its good faith business judgmentspecify. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon and the Collateral against all claims of others. (b) Borrower has set forth in the Representations Perfection Certificate all of Borrower’s Deposit Accounts, and Borrower will give Silicon five three (3) Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon a control agreement in form sufficient to perfect Silicon’s security interest in the Deposit Account and otherwise satisfactory to Silicon in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000500,000, Borrower shall promptly notify Silicon thereof in writing and provide Silicon with such information regarding the same as Silicon shall request (unless providing such information would waive Silicon Valley Bank Second Amended and Restated Loan and Security Agreement the Borrower’s attorney-client privilege). Such notification to Silicon shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to Silicon, and Borrower shall execute and deliver all such documents and take all such actions as Silicon shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by Silicon, use its best efforts to cause such third party to execute and deliver to Silicon, in form acceptable to Silicon, such waivers and subordinations as Silicon shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower*. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s Deposit Accounts, and Borrower will give Silicon five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon a control agreement in form sufficient to perfect Silicon’s security interest in the Deposit Account and otherwise satisfactory to Silicon in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon thereof in writing and provide Silicon with such information regarding the same as Silicon shall request (unless providing such information would waive the Borrower’s attorney-client privilege). Such notification to Silicon shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to Silicon, and Borrower shall execute and deliver all such documents and take all such actions as Silicon shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by Silicon, use its best efforts to cause such third party to execute and deliver to Silicon, in form acceptable to Silicon, such waivers and subordinations as Silicon shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon Lender now has, and will continue to have, a first-priority perfected and enforceable security interest in­terest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon Lender and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s Deposit Accounts, and Borrower will give Silicon Lender five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon Lender a control agreement in form sufficient to perfect SiliconLender’s security interest in the Deposit Account and otherwise satisfactory to Silicon Lender in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,00025,000, Borrower shall promptly notify Silicon Lender thereof in writing and provide Silicon Lender with such information regarding the same as Silicon Lender shall request (unless providing such information would waive the Borrower’s attorney-client privilege)request. Such notification to Silicon Lender shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to SiliconLender, and Borrower shall execute and deliver all such documents and take all such actions as Silicon Lender shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair im­pair Borrower’s 's right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises real property in which any third party has an interest, Borrower shall, whenever requested by SiliconLender, use its best efforts to cause such third party to execute exe­cute and deliver to SiliconLender, in form acceptable to SiliconLender, such waivers and subordinations as Silicon Lender shall specify in its good faith business judgmentspecify. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Perfection; Permitted Liens. (ai) Each Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which PP Collateral pledged by it. Borrower’s assets now are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances Liens and adverse claims, except for Permitted Liens. Silicon Lender now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens and Permitted Senior Liens, and Borrower will at all times defend Silicon Lender and the Collateral against all claims of others. (bii) Borrower has set forth in the Representations Schedule all of Borrower’s Deposit AccountsAccounts as of the date hereof, and Borrower will give Silicon Lender five Business Days advance written notice before establishing any new Deposit Accounts and and, if any Borrower is establishing any new Deposit Accounts other than at Lender, such Borrower (as applicable) will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon Lender a control agreement in form sufficient to perfect SiliconLender’s security interest in the Deposit Account and otherwise satisfactory to Silicon Lender in its good faith business judgmentsole discretion. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (ciii) In the event that any Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000, such Borrower (as applicable) shall promptly notify Silicon Lender thereof in writing and provide Silicon Lender with such information regarding the same as Silicon Lender shall request (unless providing such information would waive the Borrower’s attorney-client privilege)request. Such notification to Silicon Lender shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to SiliconLender, and such Borrower shall execute and deliver all such documents and take all such actions as Silicon Lender shall request in connection therewith. (div) None of the PP Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair such Borrower’s 's right to remove any PP Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by Silicon, use its best efforts to cause such third party to execute and deliver to Silicon, in form acceptable to Silicon, such waivers and subordinations as Silicon shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the PP Collateral now or in the future may be located. (v) Except as disclosed in the Schedule, none of the Borrowers is a party to, nor is it bound by, any license or other agreement that is important for the conduct of such Borrower’s business and that prohibits or otherwise restricts such Borrower from granting a security interest in such Borrowers interest in such license or agreement or any other property of such Borrower important for the conduct of such Borrower’s business. (vi) Each Borrower is the sole owner of its Intellectual Property, except for non-exclusive licenses granted by it to its customers in the ordinary course of business. To the best of Borrower’s knowledge, each of their Copyrights, Trademarks and Patents is valid and enforceable, and no part of any Borrower's Intellectual Property has been judged invalid or unenforceable, in whole or in part, and no claim has been made to any Borrower that any part of 4133795.6 | 101280-0011 4 such Borrower's Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to cause a Material Adverse Change.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s Deposit Accounts, and Borrower will give Silicon five Business Days advance written notice before establishing any new Deposit Accounts and /* will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon a control agreement in form sufficient to perfect Silicon’s security interest in the Deposit Account and otherwise satisfactory to Silicon in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained.. * , whenever requested by Silicon, (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon thereof in writing and provide Silicon with such information regarding the same as Silicon shall request (unless providing such information would waive the Borrower’s attorney-client privilege). Such notification to Silicon shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to Silicon, and Borrower shall execute and deliver all such documents and take all such actions as Silicon shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by Silicon, use its best efforts to cause such third party to execute and deliver to Silicon, in form acceptable to Silicon, such waivers and subordinations as Silicon shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is nowis, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon now hasUpon the filing of a UCC financing statement and recording of Intellectual Property security documents, PFG will have and will continue to have, a firstFirst-priority Priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon PFG and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s Deposit Accounts, and Borrower will give Silicon PFG five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon PFG a control agreement in form sufficient to perfect SiliconPFG’s security interest in the Deposit Account Account, subject to the rights of the Senior Lender, and otherwise in customary form and reasonably satisfactory to Silicon in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintainedPFG. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assertasserting, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon PFG thereof in writing and provide Silicon PFG with such information regarding the same as Silicon PFG shall request (unless providing such information would waive the Borrower’s attorney-client privilege). Such notification to Silicon PFG shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to SiliconPFG, and Borrower shall execute and deliver all such documents and take all such actions as Silicon PFG shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by SiliconPFG, use its best all commercially reasonable efforts to cause such third party to execute and deliver to SiliconPFG, in form acceptable to SiliconPFG, such waivers and subordinations as Silicon PFG shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower Each Obligor is now, and will at all times in the future be, the sole owner of all the CollateralCollateral owned by it, except for items of Equipment which are leased to Borroweran Obligor. The All such Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon PFG now has, and will continue to have, a firstFirst-priority Priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower each Obligor will at all times defend Silicon PFG and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrowereach Obligor’s Deposit Accounts, and Borrower each Obligor will give Silicon PFG five Business Days advance written notice before establishing or permitting any Obligor to establish any new Deposit Accounts and will will, subject to Section 8(b) of the Schedule, cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon PFG a control agreement Control Agreement in form sufficient to perfect SiliconPFG’s security interest in the Deposit Account and otherwise satisfactory to Silicon PFG in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower an Obligor shall at any time after the date hereof Effective Date have any commercial tort claims against others, which it is asserting or intends to assertasserting, and in which the potential recovery exceeds $100,000, Borrower such Obligor shall promptly notify Silicon PFG thereof in writing and provide Silicon PFG with such information regarding the same as Silicon PFG shall request (unless providing such information would waive the Borrowersuch Obligor’s attorney-client privilege). Such notification to Silicon PFG shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to SiliconPFG, and Borrower such Obligor shall execute and deliver all such documents and take all such actions as Silicon PFG shall request in connection therewiththerewith in order to perfect its security interest. (d) None No material part of the any Obligor’s Collateral now is affixed to any real property in such a manner or with such intent as to become a fixture except as set forth in Exhibit A. From and after the Effective Date, without PFG’s consent in each instance, no material part of such Collateral will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower Each Obligor is not and will not not, without PFG’s consent, become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral (other than by operation of law) and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s an Obligor's right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower each Obligor shall, whenever requested by SiliconPFG, use its best commercially reasonable efforts to cause such third party to execute and deliver to SiliconPFG, in form acceptable to SiliconPFG, such waivers and subordinations as Silicon PFG shall specify in its good faith business judgment. Borrower Each Obligor will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, as it exists from time to time, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s 's Deposit Accounts, and Borrower will give Silicon five (5) Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon a control agreement in form sufficient to perfect Silicon’s 's security interest in the Deposit Account and otherwise satisfactory to Silicon in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon thereof in writing and provide Silicon with such information regarding the same as Silicon shall request (unless providing such information would waive the Borrower’s 's attorney-client privilege). Such notification to Silicon shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to Silicon, and Borrower shall execute and deliver all such documents and take all such actions as Silicon shall request in connection therewith.. SILICON VALLEY BANK LOAN AND SECURITY AGREEMENT (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s 's right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by Silicon, use its best commercially reasonable efforts to cause such third party to execute and deliver to Silicon, in form acceptable to Silicon, such waivers and subordinations as Silicon shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, of any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. The All of the Borrower's assets (including the Collateral and the Intellectual Property) now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon and the Collateral against all claims of others. (b) Borrower has set forth in the Representations Perfection Certificate all of Borrower’s 's Deposit Accounts, and Borrower will give Silicon five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon a control agreement in form sufficient to perfect Silicon’s 's security interest in the Deposit Account and otherwise reasonably satisfactory to Silicon in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon thereof in writing and provide Silicon with such information regarding the same as Silicon shall request (unless providing such information would waive the Borrower’s 's attorney-client privilege). Such notification to Silicon shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to Silicon, and Borrower shall execute and deliver all such documents and take all such actions as Silicon shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s 's right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by Silicon, use its best efforts to cause such third party to execute and deliver to Silicon, in form acceptable to Silicon, such waivers and subordinations as Silicon shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located. (e) Borrower hereby authorizes Silicon to file financing statements, without notice to Borrower, with all appropriate jurisdictions in order to perfect or protect Silicon's interest or rights hereunder, which financing statements may indicate the Collateral as "all assets of the Debtor" or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all in Silicon's discretion.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon and the Collateral against all claims of others. (b) Borrower has set forth in the Representations * all of Borrower’s 's Deposit Accounts, and Borrower will give Silicon five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon a control agreement in form sufficient to perfect Silicon’s 's security interest in the Deposit Account and otherwise satisfactory to Silicon in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained.. *A LIST OF (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon thereof in writing and provide Silicon with such information regarding the same as Silicon shall request (unless providing such information would waive the Borrower’s 's attorney-client privilege). Such notification to Silicon shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to Silicon, and Borrower shall execute and deliver all such documents and take all such actions as Silicon shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s 's right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by Silicon, use its best efforts to cause AMENDED AND RESTATED SILICON VALLEY BANK LOAN AND SECURITY AGREEMENT such third party to execute and deliver to Silicon, in form acceptable to Silicon, such waivers and subordinations as Silicon shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is nowas of the Effective Date, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment Collateral which are is leased or licensed to Borrower. The Collateral now is as of the Effective Date and will remain free and clear of any and all liens, charges, security interests, encumbrances Liens and adverse claims, except for Permitted Liens. Silicon now hasAs of the Effective Date, NBE will have, and will continue to have, a firstFirst-priority Priority (as expressly defined in Section 7 hereof), perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon NBE and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s Deposit AccountsCollateral Accounts as of the Effective Date, and Borrower will shall (i) give Silicon NBE five (5) Business Days Days’ advance written notice before (A) establishing any new Deposit Collateral Accounts or (B) depositing any cash or Cash Equivalents or Investment Property into any new Collateral Account and will (ii) regardless of notice given or not given and prior to making any deposit into such new Collateral Account, shall cause the institution where any such new Deposit Collateral Account is maintained to execute and deliver to Silicon NBE a control agreement Control Agreement in form sufficient to perfect SiliconNBE’s security interest in the Deposit Collateral Account and otherwise satisfactory to Silicon NBE in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof Effective Date have any commercial tort claims against others, which it is asserting or intends to assertasserting, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon NBE thereof in writing and provide Silicon NBE with such information regarding the same as Silicon NBE shall request (unless providing such information would waive the Borrower’s attorney-client privilege). Such notification to Silicon NBE shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to SiliconNBE, and Borrower shall execute and deliver all such documents and take all such actions as Silicon shall are legally necessary and customary to perfect NBE’s Lien in such commercial tort claim and proceeds, as NBE may reasonably request in connection therewith. (d) None No Collateral with a value in excess of $100,000 is affixed to any real property in such a manner or with such intent as to become a fixture, except as disclosed in detail in Exhibit A hereto. From and after the Effective Date, without NBE’s consent in each instance, no material part of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not not, except as set forth in Exhibit A hereto, and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s right to remove any Collateral from the leased premises, except for lessor procedures and notice applicable to all lessees. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by SiliconNBE, use its best commercially reasonable efforts to cause such third party to execute and deliver to SiliconNBE, in form reasonably acceptable to SiliconNBE, such waivers and subordinations as Silicon NBE shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located. (e) Except as specified in the Representations, Borrower is not party to, nor is it bound by, any Restricted License.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon now has, and will continue to have, a -2- first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s Deposit Accounts, and Borrower will give Silicon five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon a control agreement in form sufficient to perfect Silicon’s security interest in the Deposit Account and otherwise satisfactory to Silicon in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon thereof in writing and provide Silicon with such information regarding the same as Silicon shall request (unless providing such information would waive the Borrower’s attorney-client privilege). Such notification to Silicon shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to Silicon, and Borrower shall execute and deliver all such documents and take all such actions as Silicon shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by Silicon, use its best efforts to cause such third party to execute and deliver to Silicon, in form acceptable to Silicon, such waivers and subordinations as Silicon shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject in lien priority only to those Permitted Liens that are expressly entitled to such priority over the security interests of Silicon by operation of law or by written subordination agreement duly executed and delivered by Silicon in favor of the holders of such Permitted Liens, and Borrower will at all times defend Silicon and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s Deposit Accounts, and Borrower will give Silicon five Business Days advance written notice before establishing any new Deposit Accounts and and, in accordance with Section 8(1) of the Schedule, will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon a control agreement in form sufficient to perfect Silicon’s security interest in the Deposit Account and otherwise satisfactory to Silicon in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds * $100,000, Borrower shall promptly notify Silicon thereof in writing and provide Silicon with such information regarding the same as Silicon shall request (unless providing such information would waive the Borrower’s attorney-client privilege). Such notification to Silicon shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to Silicon, and Borrower shall execute and deliver all such documents and take all such actions as Silicon shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by Silicon, use its best efforts to cause such third party to execute and deliver to Silicon, in form acceptable to Silicon, such waivers and subordinations as Silicon shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. .* The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s 's Deposit Accounts, and Borrower will give Silicon five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon a control agreement in form sufficient to perfect Silicon’s 's security interest in the Deposit Account and otherwise satisfactory to Silicon in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon thereof in writing and provide Silicon with such information regarding the same as Silicon shall request (unless providing such information would waive the Borrower’s 's attorney-client privilege). Such notification to Silicon shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to Silicon, and Borrower shall execute and deliver all such documents and take all such actions as Silicon shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral Collateral* and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s 's right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by Silicon, use its best efforts to cause such third party to execute and deliver to Silicon, in form acceptable to Silicon, such waivers and subordinations as Silicon shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased or licensed to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s 's Deposit Accounts, and Borrower will give Silicon five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon a control agreement in form sufficient to perfect Silicon’s 's security interest in the Deposit Account and otherwise satisfactory to Silicon in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon thereof in writing and provide Silicon with such information regarding the same as Silicon shall request (unless providing such information would waive the Borrower’s 's attorney-client privilege). Such notification to Silicon shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to Silicon, and Borrower shall execute and deliver all such documents and take all such actions as Silicon shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s 's right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by Silicon, use its best efforts to cause such third party to execute and deliver to Silicon, in form acceptable to Silicon, such waivers and subordinations as Silicon shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted LiensLiens and as expressly set forth in the Intercreditor Agreement, and Borrower will at all times defend Silicon and the Collateral against all claims of others. (b) Borrower has set forth in the Representations Perfection Certificate all of Borrower’s Deposit Accounts, and Borrower will give Silicon five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon a control agreement in form sufficient to perfect Silicon’s security interest in the Deposit Account and otherwise satisfactory to Silicon in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon thereof in writing and provide Silicon with such information regarding the same as Silicon shall request (unless providing such information would waive the Borrower’s attorney-client privilege). Such notification to Silicon shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to Silicon, and Borrower shall execute and deliver all such documents and take all such actions as Silicon shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by Silicon, use its best commercially reasonable efforts to cause such third party to execute and deliver to Silicon, in form acceptable to Silicon, such waivers and subordinations as Silicon shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located. (e) Borrower hereby authorizes Silicon to file financing statements, without notice to Borrower, with all appropriate jurisdictions in order to perfect or protect Silicon’s interest or rights hereunder, which financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all in Silicon’s discretion.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon and the Collateral against all claims of others. (b) Borrower has set forth in the Representations Perfection Certificate all of Borrower’s 's Deposit Accounts, and Borrower will give Silicon five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon a control agreement in form sufficient to perfect Silicon’s 's security interest in the Deposit Account and otherwise satisfactory to Silicon in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon thereof in writing and provide Silicon with such information regarding the same as Silicon shall request (unless providing such information would waive the Borrower’s 's attorney-client privilege). Such notification to Silicon shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to Silicon, and Borrower shall execute and deliver all such documents and take all such actions as Silicon shall request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s 's right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by Silicon, use its best efforts to cause such third party to execute and deliver to Silicon, in form acceptable to Silicon, such waivers and subordinations as Silicon shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located. (e) Borrower hereby authorizes Silicon to file financing statements, without notice to Borrower, with all appropriate jurisdictions in order to perfect or protect Bank's interest or rights hereunder, which financing statements may indicate the Collateral as "all assets of the Debtor" or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all in Silicon's discretion.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower, and except for non-exclusive licenses granted by Borrower to its customers in the ordinary course of business. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances Liens and adverse claims, except for Permitted Liens. Silicon Lender now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times use all efforts to defend Silicon Lender and the Collateral against all claims of othersthird parties other than any specific claims pertaining to Permitted Liens. (b) Borrower has set forth in the Representations all of Borrower’s Deposit AccountsAccounts as of the date hereof, and Borrower will give Silicon Lender five Business Days Days’ (or such shorter period as may be agreed to by Lender) advance written notice before establishing any new domestic Deposit Accounts and will cause the institution where any such new domestic Deposit Account of a balance of $100,000 or more, singularly or in the aggregate, is maintained to execute and deliver to Silicon Lender a control agreement in form sufficient to perfect SiliconLender’s security interest in the such Deposit Account and otherwise satisfactory to Silicon Lender in its good faith business judgmentGood Faith Business Judgment, provided that for the avoidance of doubt, the foregoing requirement shall not apply to any payroll, trust or zero balance accounts. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000200,000, Borrower shall promptly notify Silicon Lender thereof in writing and provide Silicon Lender with such information regarding the same as Silicon Lender shall request (unless providing such information would waive the Borrower’s attorney-client privilege)reasonably request. Such notification to Silicon Lender shall constitute a grant of a security interest in the such commercial tort claim and all proceeds thereof to SiliconLender, and Borrower shall execute and deliver all such documents and take all such actions as Silicon Lender shall reasonably request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s 's right to remove any Collateral from the leased premises. Whenever any Collateral having a value of over $100,000 is located upon premises in which any third party has an interest, Borrower shall, whenever requested by Siliconupon Lender’s request, use its best commercially reasonable efforts to cause such third party to execute and deliver to SiliconLender, in form acceptable to SiliconLender in its Good Faith Business Judgment, such landlord agreements, waivers and subordinations as Silicon Lender shall specify in its good faith business judgmentGood Faith Business Judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral having a value of over $100,000 now or in the future may be located. (e) Except as disclosed in the Representations, Borrower is not a party to, nor is it bound by, any license or other agreement that is material to the conduct of Borrower’s business and that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property material to the conduct of Borrower’s business. (f) Borrower owns, or is licensed, or otherwise has rights to use, the Intellectual Property, except for non-exclusive licenses granted by Borrower to its customers in the ordinary course of business. If at any time Borrower becomes a joint owner of any Intellectual Property material to the business of Borrower, including being necessary for the operation of Borrower’s business, or otherwise of material value, Borrower shall notify Lender thereof and provide a list of the joint owners of such material Intellectual Property to Lender. To Borrower’s knowledge, each of the material Copyrights, Trademarks and Patents is valid and enforceable, and no part of such material Intellectual Property has been judged invalid or unenforceable, in whole or in part, and no written claim has been received by Borrower that any part of the material Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to cause a Material Adverse Change.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted LiensLiens and the need to enter into a control agreement with Xxxxxx Bank regarding Borrower’s accounts at such institution, and Borrower will at all times defend Silicon and the Collateral against all contrary claims of others. (b) Borrower has set forth in the Representations all of Borrower’s current Deposit Accounts, and Borrower will give Silicon five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon a control agreement in form sufficient to perfect Silicon’s security interest in the Deposit Account and otherwise satisfactory to Silicon in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that If Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon thereof in writing and provide Silicon with such information regarding the same as Silicon shall request (unless providing such information would waive the Borrower’s attorney-client privilege). Such notification to Silicon shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to Silicon, and Borrower shall execute and deliver all such documents and take all such actions as Silicon shall reasonably request in connection therewith. (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease (other than any such lease with respect to which Borrower has provided Silicon with a landlord waiver and subordination as provided for below) pursuant to which the lessor may obtain any rights in any of the Collateral with a book value in excess of $50,000, or other than a Permitted Lien, and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s right to remove any Collateral with a book value in excess of $50,000 from the leased premises. Whenever any Collateral is located upon premises leased or rented by Borrower in which any third party has an interest, Borrower shall, whenever requested by Silicon, use its best commercially reasonable efforts to cause such third party to execute and deliver to Silicon, in form acceptable to Silicon, such waivers and subordinations as Silicon shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease by it of real property where any of the Collateral now or in the future may be located. Any termination of a lease by the Borrower shall be conducted in compliance with the terms of such lease and will not result in a lien in favor of the landlord of such lease, or otherwise allow the landlord to obtain rights, in any of the Collateral.

Title to Collateral; Perfection; Permitted Liens. (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claimsLiens, except for Permitted Liens. Silicon PFG now has, and will continue to have, a firstFirst-priority Priority perfected and enforceable security interest in­terest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon PFG and the Collateral against all claims of others. (b) Borrower has set forth in the Representations all of Borrower’s Deposit Accounts, and Borrower will give Silicon PFG five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon PFG a control agreement Control Agreement in form sufficient to perfect SiliconPFG’s security interest in the Deposit Account and otherwise satisfactory to Silicon PFG in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained. (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assertasserting, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon PFG thereof in writing and provide Silicon PFG with such information regarding the same as Silicon PFG shall request (unless providing such information would waive the Borrower’s attorney-client privilege). Such notification to Silicon PFG shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to SiliconPFG, and Borrower shall execute and deliver all such documents and take all such actions as Silicon PFG shall request in connection therewith. (d) None No Non-Trivial part of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair im­pair Borrower’s 's right to remove any Collateral from the leased premises. Whenever any Collateral with an aggregate value in excess of $10,000 is located upon premises in which any third party has an interest, Borrower shall, whenever requested by SiliconPFG, use its best commercially reasonable efforts to cause such third party to execute exe­cute and deliver to SiliconPFG, in form acceptable to SiliconPFG, such waivers and subordinations as Silicon PFG shall specify in its good faith business judgment. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located.