Common use of TITLE TO COLLATERAL; PERMITTED LIENS Clause in Contracts

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good and marketable title to the Collateral. 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. 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 Lender and the Collateral against all claims of others. None of the Collateral which is Equipment is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Except for leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower is not a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, impair or condition, Borrower's right to remove any Collateral from the premises. Whenever any Collateral is located upon premises in which any third party has an interest (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower shall, whenever requested by Lender, cause each such third party to execute and deliver to Lender, in form and substance acceptable to Lender, such waivers and subordinations as Lender shall specify, so as to ensure that Lender's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower will keep in full force and effect, and will comply with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good is now, and marketable title to will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased by 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. Lender Greyrock 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 Lender Greyrock and the Collateral against all claims of others. None So long as any Loan is outstanding, none of the Collateral which is Equipment 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 leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower is not and will not become a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, Collateral and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, restrain or impair or condition, 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 (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower shall, whenever requested by LenderGreyrock, use its best efforts to cause each such third party to execute and deliver to LenderGreyrock, in form and substance acceptable to LenderGreyrock, such waivers and subordinations as Lender Greyrock shall specify, so as to ensure that LenderGreyrock's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower will keep in full force and effect, and will comply with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good and marketable title to to, or a valid leasehold interest in, the Collateral. All Equipment leased by Borrower is listed on Schedule 5.3 hereto, which Schedule 5.3 sets forth a complete description of such leased Equipment. 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. 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 Lender and the Collateral against all claims of others. None of the Collateral which is Equipment is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Except for leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower is not a lessee or sublessee under any real property property, lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, impair or condition, Borrower's right to remove any Collateral from the premises. Whenever any Collateral is located upon premises in which any third party has an interest (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower shall, whenever requested by Lender, cause each such third party to execute and deliver to Lender, in form and substance acceptable to Lender, such waivers and subordinations as Lender shall specify, so as to ensure that Lender's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower will keep in full force and effect, and will comply with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good and marketable title to the Collateral. 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. 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 Lender and the Collateral against all claims of others. None of the Collateral which is Equipment is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Except for leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower is not a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, impair or condition, Borrower's right to remove any Collateral from the premises. Whenever any Collateral is located upon premises in which any third party has an interest (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower shall, whenever requested by Lender, cause each such third party to execute and deliver to Lender, in form and substance acceptable to Lender, such waivers and subordinations as Lender shall specify, so as to ensure that Lender's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower will keep in full force and effect, and will comply with all the terms of, ; any lease of real property where any of the Collateral now or in the future may be located.

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good is now, and marketable title to will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased by 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. Lender Coast 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 Lender Coast and the Collateral against all claims of others. None of the Collateral which is Equipment 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 leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower is not and will not become a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, Collateral and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, restrain or impair or condition, 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 (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower shall, whenever requested by LenderCoast, use its best efforts to cause each such third party to execute and deliver to LenderCoast, in form and substance acceptable to LenderCoast, such waivers and subordinations as Lender Coast shall reasonably specify, so as to ensure that LenderCoast's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower will keep in full force and effect, and will comply with all the terms of, any lease of real property where any of the Collateral now or in the future may be located. Coast agrees that its default rights resulting from Borrower's noncompliance with this paragraph are subject to the existence of a Material Adverse Effect.

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good is now, and marketable title to will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased by 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 LiensLiens and the Liens granted to Lender pursuant to the Security Agreement. Except as otherwise set forth on Schedule 3.9, 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 Lender and the Collateral against all claims of others. None Except to the extent previously disclosed to Lender, none of the Collateral which is Equipment 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 leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower is not and will not become a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, Collateral and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, restrain or impair or condition, 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 (whether as owner, bailee, mortgagee, beneficiary under a deed of trust, lien Lien or otherwise), Borrower shall, whenever requested by upon request of Lender, Borrower shall use its commercially reasonable efforts to cause each such third party to execute and deliver to Lender, in form and substance acceptable to Lender, such waivers waivers, acknowledgements and subordinations as Lender shall specify, so as to ensure that Lender's ’s rights in the Collateral are, and will continue to be, superior to the rights of any such third partyparty and so as to acknowledge that such Person holds such Collateral for the benefit of Lender pursuant to Section 9-313(c) of the UCC. Borrower will keep in full force and effect, and will comply with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good is now, and marketable title to will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased by 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. Lender GBC 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 Lender GBC and the Collateral against all claims of others. None of others with respect to the Collateral which is Equipment is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture(except for those holding Permitted Liens). Except for leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower is not and will not become a lessee or sublessee under any real property lease or sublease with respect to its chief executive office pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, Collateral (unless Borrower provides GBC with a Landlord Waiver with respect thereto in form and substance satisfactory to GBC or unless the same is a sales office at which not more than $50,000 of Collateral is located) and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, restrain or impair or condition, Borrower's right to remove any Collateral from the premisesleased premises (unless Borrower provides GBC with a Landlord Waiver with respect thereto in form and substance satisfactory to GBC or unless the same is a sales office at which not more than $50,000 of Collateral is located). Whenever any Collateral is located upon premises in which any third party has an interest (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower shall, whenever requested by LenderGBC, use its reasonable best efforts to cause each such third party to execute and deliver to LenderGBC, in form and substance acceptable to LenderGBC, such waivers and subordinations as Lender GBC shall specify, so as to ensure that LenderGBC's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower will keep in full force and effect, and will comply with all the material terms of, any lease of real property where any of the Collateral now or in the future may be located except for leases of sales offices at which not more than $50,000 of Collateral is located.

TITLE TO COLLATERAL; PERMITTED LIENS. Each Borrower has good and marketable title to the its Collateral. The Collateral now is and will at all times remain free and clear of any and all liensLiens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. 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 each Borrower will at all times defend Lender and the Collateral against all claims of others. None of the Collateral which is Equipment with a value in excess of $500,000 is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Except for leases or subleases for locations where the value of the Collateral exceeds $250,000 as to which Borrower Wave2Wave has delivered to Lender a landlord's ’s waiver in form and substance satisfactory to Lender, Borrower Wave2Wave is not a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, and no such . Wave2Wave is not a lessee or sublessee under any real property lease or sublease now prohibitspursuant to which it has granted the lessor or sublessor a contractual lien or security interest in any of the Collateral. Except for warehouses as to which Wave2Wave has delivered to Lender a warehouseman’s waiver in form and substance satisfactory to Lender, restrains, impairs Wave2Wave is not a xxxxxx of any Goods at any warehouse under an arrangement pursuant to which the warehouseman may obtain any rights in any of the Collateral. Prior to causing or conditions, or will prohibit, restrain, impair or condition, Borrower's right to remove permitting any Collateral from the premises. Whenever any (other than Collateral which is located at an Excluded Collateral Location) to be located upon premises in which any third party has an interest (whether as owner, mortgagee, beneficiary under a deed of trust, lien lienholder or otherwise), Borrower Wave2Wave shall, whenever the value of the Collateral at such location exceeds $250,000 or otherwise reasonably requested by Lender, cause each such third party to execute and deliver to Lender, in form and substance acceptable to Lender, such waivers and subordinations as subordination as- Lender shall specify, so so- as to ensure that Lender's ’s rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower Wave2Wave will keep in full force and effecteffect except for expirations of leases in the ordinary course of business, and will comply with all the material terms of, any lease of real property where any of the Collateral now or in the future may be located.

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good is now, and marketable title to will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased by 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. Lender Xxxxxx now has, and will continue to have, a first-first priority perfected and enforceable security interest in all of the CollateralCollateral to the extent said security interests are perfected pursuant to the documents entered into and notices given in connection herewith, subject only to the Permitted Liens, and Borrower will at all times defend Lender Xxxxxx and the Collateral against all claims of others. None of the Collateral which is Equipment is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Except for leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower is not and will not become a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, Collateral and no such lease or sublease now prohibits, prohibits restrains, impairs or conditions, or will prohibit, restrain, restrain or impair or condition, 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 (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower shall, whenever requested by LenderXxxxxx, use its best efforts to cause each such third party to execute and deliver to LenderXxxxxx, in form and substance acceptable to LenderXxxxxx, such waivers and subordinations as Lender Xxxxxx shall specify, so as to ensure that Lender's Xxxxxx'x rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower will keep in full force and effect, and will comply with all of the terms of, any lease of real property where any of the Collateral now or in the future may be located.

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good is now, and marketable title to will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased by 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. Lender GC 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 Lender GC and the Collateral against all claims of others. None So long as any Loan is outstanding which is a term loan, none of the Collateral which is Equipment 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 leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower is not and will not become a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, Collateral and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, restrain or impair or condition, Borrower's right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party .party has an interest (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower shall, whenever requested by LenderGC, use its best efforts to cause each such third party to execute and deliver to LenderGC, in form and substance acceptable to LenderGC, such waivers and subordinations as Lender GC shall specify, so as to ensure that LenderGC's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower will keep in full force and effect, and will comply with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good is now, and marketable title to will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased by 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. Lender GBC 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 Lender GBC and the Collateral against all claims of others. None So long as any Loan is outstanding which is a term loan, none of the Collateral which is Equipment 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 leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower is not and will not become a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, Collateral superior to those of GBC and no such lease or sublease now prohibits, materially restrains, or impairs or conditions, or will prohibit, restrain, restrain or impair or condition, 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 (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower shall, whenever requested by LenderGBC, use its best efforts to cause each such third party to execute and deliver to LenderGBC, in form and substance acceptable to LenderGBC, such waivers and subordinations as Lender GBC shall specify, so as to ensure that LenderGBC's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower will keep in full force and effect, and will comply with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good and marketable title to the Collateral. 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. 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 Lender and the Collateral against all claims of others. None of the Collateral which is Equipment is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Except for leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower is not a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, impair or condition, Borrower's right to remove any Collateral from the premises. Whenever any Collateral is located upon premises in which any third party has an interest (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower shall, whenever requested by Lender, cause each such third party to execute and deliver to Lender, in form and substance acceptable to Lender, such waivers and subordinations as Lender shall specify, so as to ensure that Lender's rights in the Collateral are, and will continue to befie, superior to the rights of any such third party. Borrower will keep in full force and effect, and will comply with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good is now, and marketable title to will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased by Borrower and Inventory which has been sold by Borrower on conditional sales contracts to Affiliated Bingo Halls in the ordinary course of Borrower's business. 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 the rights of Affiliated Bingo Halls under conditional sales contracts with Borrower. Lender Coast 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 Lender Coast and the Collateral against all claims of others. None of the Collateral which is Equipment 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 leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower is not and will not become a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, Collateral and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, restrain or impair or condition, 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 (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower shall, whenever requested by LenderCoast, use its best efforts to cause each such third party to execute and deliver to LenderCoast, in form and substance acceptable to LenderCoast, such waivers and subordinations as Lender Coast shall specify, so as to ensure that LenderCoast's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower will keep in full force and effect, and will comply with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good is now, and marketable title to will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased by 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. Lender Coast 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 Lender Coast and the Collateral against all claims of others. None of the Collateral which is Equipment 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 leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower is not and will not become a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, Collateral and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, restrain or impair or condition, 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 (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower shall, whenever requested by LenderCoast, use its best efforts to cause each such third party to execute and deliver to LenderCoast, in form and substance acceptable to LenderCoast, such waivers and subordinations as Lender Coast shall specify, so as to ensure that LenderCoast's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower will keep in full force and effect, and will comply with all the terms of, Coast Business Credit Loan and Security Agreement -------------------------------------------------------------------------------- any lease of real property where any of the Collateral now or in the future may be located.

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good is now, and marketable title to will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased by 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. Lender GBC 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 Lender GBC and the Collateral against all claims of others*. None So long as any Loan is outstanding which is a term loan, none of the Collateral which is Equipment 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 leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower is not and will not become a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, Collateral and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, restrain or impair or condition, 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 (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower shall, whenever requested by LenderGBC, use its best efforts to cause each such third party to execute and deliver to LenderGBC, in form and substance acceptable to LenderGBC, such waivers and subordinations as Lender GBC shall specify, so as to ensure that LenderGBC's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower will keep in full force and effect, and will comply with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.*(SUBJECT TO THE RIGHTS OF HOLDERS OF PERMITTED LIENS) **(SUBJECT TO STATUTORY RIGHTS OF LANDLORDS)

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good and marketable title to the Collateral. 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. 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 Lender and the Collateral against all claims of others. None of the Collateral which is Equipment is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Except for leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower is not a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, impair or condition, Borrower's right to remove any Collateral from the premises. Whenever any Collateral is located upon premises in which any third party has an interest (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower shall, whenever requested by Lender, cause each such third party to execute and deliver to Lender, in form and substance acceptable to Lender, such waivers and subordinations as Lender shall specify, so as to ensure that Lender's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower will keep in full force and effect, and will comply with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.so

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good is now, and marketable title to will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment and Real Property which are leased by Borrower. Items which are leased are not owned by Borrower and therefore are not Collateral. 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. Lender 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 Lender Silicon and the Collateral against all material claims of others. None of the Collateral which is Equipment 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 leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower is will not become a lessee or sublessee under any new real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, Collateral (except as may constitute Permitted Liens) and no such lease or sublease now prohibitsshall in the future, restrains, impairs or conditions, or will prohibit, restrain, or impair or condition, Borrower's right to remove any Collateral its books and records from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower shall, whenever requested by LenderSilicon, use its reasonable efforts to cause each such third party to execute and deliver to LenderSilicon, in form and substance reasonably acceptable to LenderSilicon, such waivers and subordinations as Lender Silicon shall specify, so as to ensure that LenderSilicon's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower will keep in full force and effect, and will comply in all material respects with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good and marketable title to the Collateral, subject only to 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. 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 Lender and the Collateral against all claims of others. None , other than holders of the Collateral which is Equipment is or will be affixed to any real property in such a manner, or with such intent, as to become a fixturePermitted Liens. Except for leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower is not a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, impair or condition, Borrower's right to remove any Collateral from the premises. Whenever any Collateral is located upon premises in which any third party has an interest (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower shall, whenever requested by Lender, use its best efforts to cause each such third party to execute and deliver to Lender, in form and substance reasonably acceptable to Lender, such waivers and subordinations as Lender shall specify, so as to ensure that Lender's rights in the Collateral are, and will continue to be, superior to the rights of any such third party; provided that in the absence of such waivers and subordinations, Lender shall have the right, in its discretion, to classify such Collateral as ineligible. Borrower will keep in full force and effect, and will comply with all the such terms of, any lease of real property where any of the Collateral now is located, except where the failure to so comply could not reasonably be expected to have a material adverse effect on the value or in marketability of the future may be locatedCollateral.

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good is now, and marketable title to will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased by 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. Lender now has, Borrower has disclosed the extent of any and will continue all of the Collateral. Borrower agrees that at all times Coast is to have, have a first-first priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and . Borrower will agrees that at all times it will keep Coast advised as to the extent of the Collateral, will defend Lender Coast and the Collateral against all claims of others, and will take any other action necessary, from time to time, that Coast requests to cause Coast to have such a first priority-perfected and enforceable security interest. None No material part of the Collateral which is Equipment 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 leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower is not and will not become a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, Collateral and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, restrain or impair or condition, 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 (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower shall, whenever requested by LenderCoast, use its best efforts to cause each such third party to execute and deliver to LenderCoast, in form and substance acceptable to LenderCoast, such waivers and subordinations as Lender Coast shall specify, so as to ensure that LenderCoast's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower will keep in full force and effect, and will comply with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good and marketable title to the Collateral. 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. 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 Lender and the Collateral against all claims of others. None of the Collateral which is Equipment is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Except for leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower is not a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, impair or condition, Borrower's right to remove any Collateral from the premises. Whenever any Collateral is located upon premises in which any third party has an interest (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower shall, whenever requested by Lender, cause each such third party to execute and deliver to Lender, in form and substance acceptable to Lender, such waivers and subordinations as Lender shall specifyspecify , so as to ensure that Lender's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower will keep in full force and effect, and will comply with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good is now, and marketable title to will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased by 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. Lender Coast 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 Lender Coast and the Collateral against all claims of others. None of the Collateral which is Equipment now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixturefixture unless a fixture filing in favor of Coast shall exist with respect to such real property. Except for leases or subleases as to which Borrower has delivered to Lender a landlord's waiver contemplated in form and substance satisfactory to Lenderthe following sentence, Borrower is not and will not become a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, Collateral and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, restrain or impair or condition, 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 (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower shall, whenever requested by LenderCoast, use its best efforts to cause each such third party to execute and deliver to LenderCoast, in form and substance acceptable to LenderCoast, such waivers and subordinations as Lender Coast shall specify, so as to ensure that LenderCoast's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower will keep in full force and effect, and will comply with all the terms of, any lease of real property where any of the Collateral now or in the future may be located, except in the event Distribution Centers are closed or relocated, in which case Borrower shall give Coast thirty (30) days prior written notice of the termination of the applicable lease.

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good and marketable title to the Collateral. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances (including, without limitation, equipment leases under which Borrower is the lessor) and adverse claims, except for Permitted Liens. 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 Lender and the Collateral against all claims of others. None of the Collateral which is Equipment and which is or not a fixture as of the date of this Agreement (other than (i) Equipment hereafter acquired by Borrower with financing provided by a Person other than Lender and which Borrower intends to become a fixture and (ii) items of Equipment, with an original cost not to exceed $100,000 in the aggregate, hereafter acquired by Borrower with Revolving Loans and which Borrower intends to become fixtures) will be hereafter affixed to any real property in such a manner, or with such intent, as to become a fixture. Except for leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower is not not, as of the date of this Agreement, a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, impair or condition, Borrower's right to remove any Collateral from the premises. Whenever Borrower shall not permit any Collateral is to be located upon premises in which any third party has an interest (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), unless Borrower shall, whenever requested by Lender, cause has caused each such third party to execute and deliver to Lender, in form and substance acceptable to Lender, such waivers and subordinations as Lender shall specify, so as to ensure that Lender's rights in the Collateral are, and will continue to be, superior to the rights of any such third party; PROVIDED, that notwithstanding the foregoing Borrower may temporarily allow items of Equipment to be located on such premises for repair in the ordinary course of Borrower's business as long as, (A) no Default or Event of Default exists, and (B) if at any time such items of Equipment have a value in excess of $25,000 in the aggregate, Borrower has provided Lender with written notice of all such items of Equipment and the locations thereof; and PROVIDED FURTHER, that notwithstanding the foregoing Borrower may allow items of Inventory to be located on such premises as long as, (A) no Default or Event of Default exists or would be caused by the locating of Inventory on such premises, (B) such items of Inventory at no time have a value in excess of $25,000 in the aggregate, and (C) Borrower has provided Lender with written notice of all such items of Inventory (all of which Inventory shall be ineligible for borrowing purposes) and the locations thereof. Borrower will keep in full force and effect, and will comply with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good is now, and marketable title to will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased by 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. Lender Greyrock 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 Lender Greyrock and the Collateral against all claims of others. None So long as any Loan is outstanding which is a term loan, none of the Collateral which is Equipment 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 leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower is not and will not become a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, Collateral and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, restrain or impair or condition, 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 (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower shall, whenever reasonably requested by LenderGreyrock, use its best efforts to cause each such third party to execute and deliver to LenderGreyrock, in form and substance acceptable to LenderGreyrock, such waivers and subordinations as Lender Greyrock shall specify, so as to ensure that LenderGreyrock's rights in the Collateral are, and will continue to be, superior to the rights of any such third partyparty in all material respects. Borrower will keep in full force and effect, and will comply in all material respects with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good is now, and marketable title to will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased by 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. Lender Coast 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 Lender Coast and the Collateral against all claims of others. None of the Collateral which is Equipment is now or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Except for leases or subleases as , unless prior to any of the Collateral becoming a fixture, Coast shall have received a landlord waiver executed by any landlord of any real property upon which Borrower has delivered to Lender the Collateral will become a landlord's waiver fixture, in form and substance satisfactory to Lender, Coast. Borrower is not and will not become a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, Collateral and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, restrain or impair or condition, 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 (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower shall, whenever requested by LenderCoast, use its best efforts to cause each such third party to execute and deliver to LenderCoast, in form and substance acceptable to LenderCoast, such waivers and subordinations as Lender Coast shall specify, so as to ensure that LenderCoast's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower will keep in full force and effect, and will comply with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good is now, and marketable title to will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased by 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. Lender GBC 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 Lender GBC and the Collateral against all claims of others. None So long as any Loan is outstanding which is a term loan, none of the Collateral which is Equipment 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 leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower is not and will not become a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, Collateral and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, restrain or impair or condition, Borrower's right to remove any Collateral from the leased premises except as disclosed to GBC in writing and approved by GBC and except to the extent provided under leases with respect to which the landlord has entered into a Landlord's waiver and Agreement in recordable form and satisfactory to GBC, acknowledging GBC's prior security interest is the Collateral and providing access for GBC to the Collateral and the premises. Whenever any Collateral is located upon premises in which any third party has an interest (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower shall, whenever requested by LenderGBC, use its best efforts to cause each such third party to execute and deliver to LenderGBC, in form and substance acceptable to LenderGBC, such waivers and subordinations as Lender GBC shall specify, so as to ensure that LenderGBC's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower will keep in full force and effect, and will comply with all the terms of, any lease of real property where any of the Collateral now or in the future may be located. Notwithstanding the foregoing, if no Event of Default exists hereunder, Borrower may incur indebtedness from another lender secured by a first priority lien on Equipment, and GBC will enter into such subordination agreement as such lender shall reasonably request in connection therewith. If no Event of Default exists, and if required by any such lender in connection with such Equipment financing, GBC will release its security interest in the Equipment which is security for such indebtedness, and any identifiable proceeds (including insurance proceeds) thereof. GBC will promptly execute and deliver to borrower such documents and instruments reasonably requested by Borrower as shall be necessary to evidence any such release of the security interest given by Borrower to GBC in such Equipment.

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good is now, and marketable title to will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased by 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. Lender Greyrock 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 Lender Greyrock and the Collateral against all claims of othersothers (provided that Permitted Liens shall not be deemed to be a claim for purposes of this sentence so long as the indebtedness secured by such Permitted Lien is not in default). None So long as any Loan is outstanding which is a term loan, none of the Collateral which is Equipment 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 leases or subleases as to which Borrower has delivered to Lender fixture unless (i) Greyrock received prior written notice thereof and (ii) a landlord's fixture filing and landlord waiver exists in favor of Greyrock, in form and substance satisfactory acceptable to LenderGreyrock, with respect to such Collateral. Borrower is not and will not become a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the CollateralCollateral (unless Borrower provides Greyrock with a landlord waiver with respect thereto in form and substance satisfactory to Greyrock, of so requested by Greyrock) and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, restrain or impair or condition, 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 (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower shall, whenever requested by LenderGreyrock, use commercially reasonable efforts to cause each such third party to execute and deliver to LenderGreyrock, in form and substance acceptable to LenderGreyrock, such waivers and subordinations as Lender Greyrock shall specify, so as to ensure that LenderGreyrock's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower will keep in full force and effect, and will comply with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good is now, and marketable title to will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased by 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. Lender Greyrock 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 Lender Greyrock and the Collateral against all claims of others. None So long as any Loan is outstanding which is a term loan, none of the Collateral which is Equipment 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 leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower is not and will not become a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, Collateral and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, restrain or impair or condition, Borrower's right to remove any Collateral from the leased premises. Whenever any Collateral having an aggregate value in excess of $50,000 is located upon premises in which any third party has an interest (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower shall, whenever requested by LenderGreyrock, use its best efforts to cause each such third party to execute and deliver to LenderGreyrock, in form and substance reasonably acceptable to LenderGreyrock, such waivers and subordinations as Lender Greyrock shall specify, so as to ensure that LenderGreyrock's rights in the Collateral are, and will continue to be, superior to the rights of any such third partyparty and that Greyrock will have access to such premises to exercise remedies against the Collateral. Borrower will keep in full force and effect, and will comply with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good is now, and marketable title to will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased by 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. Lender Coast 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 Lender Coast and the Collateral against all claims of others. None of the Collateral which is Equipment 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 leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower is not and will not become a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, Collateral (other than Permitted Liens and the lessor's interest in any security deposits required under the lease) and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, restrain or impair or condition, 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 (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower shall, whenever Coast Business Credit Loan and Security Agreement -------------------------------------------------------------------------------- requested by LenderCoast, use its best efforts to cause each such third party to execute and deliver to LenderCoast, in form and substance acceptable to LenderCoast, such waivers and subordinations as Lender Coast shall specify, so as to ensure that LenderCoast's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower will keep in full force and effect, and will comply with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good is now, and marketable title to will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased by 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. Lender Greyrock 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 Lender Greyrock and the Collateral against all claims of others. None So long as any Loan is outstanding which is a term loan, none of the Collateral which is Equipment 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 leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower is not and will not become a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, Collateral and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, restrain or impair or condition, 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 (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower shall, whenever requested by LenderGreyrock, use its best efforts to cause each such third party to execute and deliver to LenderGreyrock, in form and substance acceptable to LenderGreyrock, such waivers and subordinations as Lender Greyrock shall specify, so as to ensure that LenderGreyrock's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower will keep in full force and effect, and will comply with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good is now, and marketable title to will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased by Borrower or Equipment sold in the normal course of business. 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. Lender Coast 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 Lender Coast and the Collateral against all claims of othersothers as to the Collateral. None of the Collateral which is Equipment 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 leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower is not and will not become a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, Collateral and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, restrain or impair or condition, 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 (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower shall, whenever requested by LenderCoast, use its best efforts to cause each such third party to execute and deliver to LenderCoast, in form and substance acceptable to LenderCoast, such waivers and subordinations as Lender Coast shall specify, so as to ensure that LenderCoast's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower will keep in full force and effect, and will comply with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good Company is now, and marketable title to will at all times in the future be, the sole owner of all the Collateral, except for items of equipment which are leased by Company. 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. Lender the first priority security interest held by Laurus Master Fund LTD in all of the assets of the Company and any purchase money or lessor security interests in certain equipment Holder now has, and will continue to have, a firstsecond-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Lienspurchase money or lessor security interests, contractual rights of set off under bank agreements, and Borrower the liens in favor of the other parties to the Intercreditor Agreement, and Company will at all times defend Lender Holder and the Collateral against all claims of othersothers (subject to the rights of Laurus Master Fund LTD and the holders of purchase money or lessor security interests in certain equipment, contractual rights of set off under bank agreements, and the liens in favor of the other parties to the Intercreditor Agreement). None So long as the loan is outstanding, none of the Collateral which is Equipment 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 leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower Company is not and will not become a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, Collateral and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, restrain or impair or condition, Borrower's Company’s right to remove any Collateral from the premisesleased premises (subject to statutory rights of landlords). Whenever any Collateral is located upon premises in which any third party has an interest (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower Company shall, whenever requested by LenderHolder, use its best efforts to cause each such third party to execute and deliver to LenderHolder, in form and substance acceptable to LenderHolder, such waivers and subordinations as Lender Holder shall specify, so as to ensure that Lender's Holder’s rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower Company will keep in full force and effect, and will comply with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

TITLE TO COLLATERAL; PERMITTED LIENS. Each Borrower has good and marketable title to the Collateral. 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. 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 each Borrower will at all times defend Lender and the Collateral against all claims of others. None of the Collateral which is Equipment is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Except for leases or subleases as to which a Borrower has delivered to notified Lender a landlord's waiver in form and substance satisfactory to Lenderwriting, no Borrower is not a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, impair or condition, such Borrower's right to remove any Collateral from the premises, and, with respect to such real property leases, Borrowers shall deliver to Lender any landlord's waiver required by Lender in form and substance satisfactory to Lender. Whenever any Collateral with an aggregate fair market value in excess of $10,000 is located upon premises in which any third party has an interest (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), each Borrower shall, whenever requested by Lender, use its best efforts to cause each such third party to execute and deliver to Lender, in form and substance reasonably acceptable to Lender, such waivers and subordinations as Lender shall specify, so as to ensure that Lender's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Each Borrower will keep in full force and effect, and will comply in all material respects with all the terms of, any lease of real property where any of the Collateral now or in the future may be located. Notwithstanding the foregoing, Borrowers may maintain demonstration Inventory or Equipment with a fair market value not to exceed $200,000 at any time at the premises of third parties without providing Lender with any agreement with such third party.

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good Debtor is now, and marketable title to will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased by Debtor. 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. Lender GBC 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 Debtor will at all times defend Lender GBC and the Collateral against all claims of others. None of the Collateral which is Equipment now is or will be affixed to any real property in such a manner, or with such intent, as to constitute a fixture thereto. Debtor is not and will not become a fixture. Except for leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower is not a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, Collateral and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, restrain or impair or condition, BorrowerDebtor's right to remove any Collateral from the leased premises except to the extent provided under leases with respect to which the landlord has entered into a Landlord's Waiver and Agreement in recordable form and satisfactory to GBC, acknowledging GBC's prior security interest in the Collateral and providing access for GBC to the Collateral and the premises. Whenever any Collateral is located upon premises in which any third party has an interest (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower Debtor shall, whenever requested by LenderGBC, use its best efforts to cause each such third party to execute and deliver to LenderGBC, in form and substance acceptable to LenderGBC, such waivers and subordinations as Lender GBC shall specify, so as to ensure that LenderGBC's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower Debtor will keep in full force and effect, and will comply with all the terms of, any lease of real property where any of the Collateral now or in the future may be located. Notwithstanding the foregoing, if no Event of Default exists hereunder, Debtor may incur indebtedness from another lender secured by a first priority lien on Equipment, and GBC will enter into such subordination agreement as such lender shall reasonably request in connection therewith. If no Event of Default exists, and if required by any such lender in connection with such Equipment financing, GBC will release its security for such indebtedness, and any identifiable proceeds (including insurance proceeds) thereof. GBC will promptly execute and deliver to Debtor such documents and instruments reasonably requested by Debtor as shall be necessary to evidence any such release of the security interest given by Debtor to GBC in such Equipment.

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good is now, and marketable title to will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased by 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. Lender Greyrock 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 Lender Greyrock and the Collateral against all claims of others. None of the Collateral which is Equipment is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Except for leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower is not and will not become a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, Collateral and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, restrain or impair or condition, 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 (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower shall, whenever requested by LenderGreyrock, use its best efforts to cause each such third party to execute and deliver to LenderGreyrock, in form and substance acceptable to LenderGreyrock, such waivers and subordinations as Lender Greyrock shall specify, so as to ensure that LenderGreyrock's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower will keep in full force and effect, and will comply with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good is now, and marketable title to will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased by 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. Lender Coast 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 Lender Coast and the Collateral against all claims of others. None Except for underground electrical and water pipes and other leasehold improvements located at 00-0000 Xxxxx Xxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxx-Xxxx, Xxxxxx 00000, none of the Collateral which is Equipment 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 leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower is not and will not become a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, Collateral and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, restrain or impair or condition, 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 (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower shall, whenever requested by LenderCoast, use its best efforts to cause each such third party to execute and deliver to LenderCoast, in form and substance acceptable to LenderCoast, such waivers and subordinations as Lender Coast shall specify, so as to ensure that LenderCoast's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower will keep in full force and effect, and will comply with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good and marketable title to the Collateral. 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. 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 Lender and the Collateral against all claims of others. None of the Collateral which is Equipment is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Except for leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower is not a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, impair or condition, Borrower's right to remove any Collateral from the premises. Whenever any Collateral is located upon premises in which any third party has an interest (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower shall, whenever requested by Lender, cause each such third party to execute and deliver to Lender, in form and substance acceptable to Lender, such waivers and subordinations as Lender shall specify, so as to ensure that Lender's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower will keep in full force and effect, and will comply with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good and marketable title to the Collateral. 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. Lender Agent and the Lenders now hashave, 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 Lender Agent and the Lenders and the Collateral against all claims of others. None of the Collateral which is Equipment is or will be affixed to any real property in such a manner, or with such intent, as to become a fixtureFixture. Except for leases or subleases as to which Borrower has delivered to Lender Agent a landlord's waiver in form and substance satisfactory to LenderAgent or with respect to which Agent has, in its sole discretion, maintained such Reserves as Agent deems appropriate, Borrower is not a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, impair or condition, Borrower's right to remove any Collateral from the premises. Whenever Except for warehouses as to which Borrower has delivered to Agent a warehouseman's waiver in form and substance satisfactory to Agent, Borrower is not a bxxxxx of any Goods at any warehouse under an arrangement pursuant to which the warehouseman may obtain any rights in any of the Collateral. Prior to causing or permitting any Collateral is to be located upon premises in which any third party has an interest (whether as owner, mortgagee, beneficiary under a deed of trust, lien lienholder or otherwise), Borrower shall, whenever requested by LenderAgent, cause each such third party to execute and deliver to LenderAgent, in form and substance acceptable to LenderAgent, such waivers and subordinations as Lender Agent shall specify, so as to ensure that LenderAgent's and the Lenders' rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower will keep in full force and effect, and will comply with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good is now, and marketable title to will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment, technology and intellectual property which are leased/licensed by 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. Lender Coast 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 Lender Coast and the Collateral against all claims of others. None of the Collateral which is Equipment 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 leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower is not and will not become a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, Collateral and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, restrain or impair or condition, 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 (whether as owner, mortgagee, beneficiary under a deed of trust, lien lienholder, landlord, warehouseman or Coast Business Credit Term Loan and Security Agreement _____________________________________________________________________________ otherwise), Borrower shall, whenever requested by LenderCoast, use its best efforts to cause each such third party to execute and deliver to LenderCoast, in form and substance acceptable to LenderCoast, such waivers and subordinations as Lender Coast shall specify, so as to ensure that LenderCoast's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. In the event that such waivers and subordinations specified by Coast have not been obtained from such third parties, Coast will have a continuing right to institute a reserve for payment of rent and other sums owing to any such third parties. Borrower will keep in full force and effect, and will comply with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good is now, and marketable title to will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased by 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. Lender Lenders now hashave, 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 Lender Lenders and the Collateral against all claims of others. None of the Collateral which is Equipment now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture, unless such Collateral will continue to constitute Collateral as a result thereof. Except for leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower is not and will not become a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, Collateral and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, restrain or impair or condition, 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 (whether as owner, mortgagee, beneficiary under a deed of trust, lien Lien or otherwise), Borrower shall, whenever requested by LenderLenders, use its best efforts to cause each such third party to execute and deliver to LenderLenders, in form and substance acceptable to LenderLenders, such waivers and subordinations as Lender Lenders shall specify, so as to ensure that Lender's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower will keep in full force and effect, and will comply with all the terms of, ; any lease of real property where any of the Collateral now or in the future may be located. The Borrower shall duly execute and deliver all security documents, all consents of third-parties necessary to permit the effective granting of the Liens created in such agreements, financing statements pursuant to the UCC and other documents, all in form and substance satisfactory to Lenders, as may be reasonably required by Lenders to grant a valid, perfected and enforceable first priority Lien on and security interest in the Collateral (subject only to Permitted Liens). The Borrower shall, at its sole cost and expense, cause all instruments and documents given as evidence of security pursuant to this Agreement to be duly recorded and/or filed or otherwise perfected in all places necessary, in the opinion of Lenders, and take such other actions as Lenders may reasonably request, in order to perfect and protect the Liens of Lenders in the Collateral. Borrower, to the extent permitted by law and for the purposes of perfecting Lender's security interest granted hereunder, hereby authorizes Lenders to file any financing statement(s) in respect of any Lien created pursuant to the security documents which may at any time be required or which, in the opinion of Lenders, may at any time be desirable although the same may have been executed only by the Borrower, to sign such financing statement on behalf of the Borrower and file the same, and the Borrower hereby irrevocably designates Lenders, its agents, representatives and designees as its agent and attorney-in-fact for this purpose. In the event that any re-recording or re-filing thereof (or the filing of any statements of continuation or assignment of any financing statement) is required to protect and preserve such Lien, the Borrower shall, at the Borrower's cost and expense, cause the same to be recorded and/or re-filed at the time and in the manner requested by Lenders.

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good is now, and marketable title to will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased by 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. Lender GBC 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 Lender GBC and the Collateral against all claims of others. None So long as any Loan is outstanding none of the Collateral which is Equipment 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 leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower is not and will not become a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, Collateral and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, restrain or impair or condition, Borrower's right to remove any Collateral from the premisesleased premises **. Whenever any Collateral is located upon premises in which any third party has an interest (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower shall, whenever requested by LenderGBC, use its best efforts to cause each such third party to execute and deliver to LenderGBC, in form and substance acceptable to LenderGBC, such waivers and subordinations as Lender GBC shall specify, so as to ensure that LenderGBC's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower will keep in full force and effect, and will comply *** with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.. * , UNLESS SUCH COLLATERAL IS COVERED BY A FIXTURE FILING DULY EXECUTED AND DELIVERED BY THE BORROWER IN FAVOR OF GBC, IS RECORDED WITH RESPECT TO SUCH REAL PROPERTY, AND PROVIDES GBC'S SECURITY INTEREST/LIEN AGAINST SUCH COLLATERAL WITH PRIORITY SATISFACTORY TO GBC. ** EXCEPT TO THE EXTENT PROVIDED UNDER LEASES WITH RESPECT TO WHICH THE LANDLORD HAS ENTERED INTO A LANDLORD'S WAIVER AND AGREEMENT IN RECORDABLE FORM AND SATISFACTORY TO GBC, ACKNOWLEDGING GBC'S PRIOR SECURITY INTEREST IN THE COLLATERAL AND PROVIDING ACCESS FOR GBC TO THE COLLATERAL AND THE PREMISES

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good and marketable title to the Collateral. 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. 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 Lender and the Collateral against all claims of others. None of the Collateral which is Equipment is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Except for leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, subject to Section 15 of Schedule A, Borrower is not a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, impair or condition, Borrower's right to remove any Collateral from the premises. Whenever any Collateral is located upon premises in which any third party has an interest (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower shall, whenever requested by Lender, cause each such third party to execute and deliver to Lender, in form and substance acceptable to Lender, such waivers and subordinations as Lender shall specify, so as to ensure that Lender's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. , provided, that as of the Closing, it is agreed that the only location for which Lender will require a Landlord Waiver is the location set forth in Section 15 of Schedule A. Borrower will keep in full force and effect, and will comply with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.force

TITLE TO COLLATERAL; PERMITTED LIENS. Each Borrower has good is now, and marketable title to will at all times in the future be, the sole owner of all the Collateral, except for (i) items of Equipment which are leased by each Borrower and (ii) the Licensed Software. 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. Lender Coast 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 each Borrower will at all times defend Lender Coast and the Collateral against all claims of others. None of the Collateral which is Equipment 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 leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, No Borrower is not or will become a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, Collateral and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, restrain or impair or condition, any 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 (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), each Borrower shall, whenever requested by LenderCoast, use its best efforts to cause each such third party to execute and deliver to LenderCoast, in form and substance reasonably acceptable to LenderCoast, such waivers and subordinations as Lender Coast shall specify, so as to ensure that LenderCoast's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Each Borrower will keep in full force and effect, and will comply with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good is now, and marketable title to will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased by 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. Lender Coast 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 Lender Coast and the Collateral against all claims of others. None of the Collateral which is Equipment 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 leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower is not and will not become a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, Collateral and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, restrain or impair or condition, 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 (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower shall, whenever requested by LenderCoast, use its reasonable best efforts to cause each such third party to execute and deliver to LenderCoast, in form and substance acceptable to LenderCoast, such waivers and subordinations as Lender Coast shall specify, so as to ensure that LenderCoast's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower will keep in full force and effect, and will comply with all the terms of, any lease of real property for a Leased Location where any of the Collateral now or in the future may be located.

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good is now, and marketable title to will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased by 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. Lender Coast 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 Lender Coast and the Collateral against all claims of others. None of the Collateral which is Equipment 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 leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower is will not become a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, and no such lease or sublease now prohibits, restrains, impairs or conditions, Collateral or will prohibit, restrain, restrain or impair or condition, Borrower's right to remove any Collateral from the leased premises. Borrower shall, with respect to existing real property leases, and any future real property leases, obtain landlord waivers and agreements in form and content acceptable to Coast. Whenever any Collateral is located upon premises in which any third party has an interest (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower shall, whenever requested by LenderCoast, use its best efforts to cause each such third party to execute and deliver to LenderCoast, in form and substance acceptable to LenderCoast, such waivers and subordinations as Lender Coast shall specify, so as to ensure that LenderCoast's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower will keep in full force and effect, and will comply with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good and marketable title to the Collateral. 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. 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 Lender and the Collateral against all claims of others. None of the Collateral which is Equipment is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Except for leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower is not a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, impair or condition, Borrower's right to remove any Collateral from the premises. Whenever any Collateral is located upon premises in which any third party has an interest (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower shall, whenever requested by Lender, cause each such third party to execute and deliver to Lender, in form and substance acceptable to Lender, such waivers and subordinations as Lender shall specify, so as to ensure that Lender's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower will keep in full force and NATIONSCREDIT COMMERCIAL FUNDING LOAN AND SECURITY AGREEMENT -------------------------------------------------------------------------------- effect, and will comply with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good is now, and marketable title to will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased by 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. Lender Coast 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 Lender Coast and the Collateral against all claims of others. None of the Collateral which is Equipment 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 leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower is not and will not become a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, Collateral and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, restrain or impair or condition, Borrower's right to remove any Collateral from the leased premises. Whenever any Collateral is Coast Business Credit Loan and Security Agreement -------------------------------------------------------------------------------- located upon premises in which any third party has an interest (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower shall, whenever requested by LenderCoast, use its best efforts to cause each such third party to execute and deliver to LenderCoast, in form and substance acceptable to LenderCoast, such waivers and subordinations as Lender Coast shall specify, so as to ensure that LenderCoast's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower will keep in full force and effect, and will comply with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good is now, and marketable title to will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased by 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. Lender Greyrock 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 Lender Greyrock and the Collateral against all claims of others. None So long as any loan is outstanding which is a term loan, none of the Collateral which is Equipment 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 leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower is not and will not become a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, Collateral and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, restrain or impair or condition, 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 (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower shall, whenever requested by LenderGreyrock, use its best efforts to cause each such third party to execute and deliver to LenderGreyrock, in form and substance acceptable to LenderGreyrock, such waivers and subordinations as Lender Greyrock shall specify, so as to ensure that LenderGreyrock's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower will keep in full force and effect, and will comply with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has Borrowers have good and marketable title to the Collateral. 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. 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 Borrowers will at all times defend Lender and the Collateral against all claims of others. None of the Collateral which is Equipment is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Except for leases or subleases as to which any Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, no Borrower is not a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, impair or condition, any Borrower's right to remove any Collateral from the premises. Whenever Except for warehouses as to which any Borrower has delivered to Lender a warehouseman's waiver in form and substance satisfactory to Lender, no Borrower is a xxxxxx of any Goods at any warehouse under an arrangement pursuant to which the warehouseman may obtain any rights in any of the Collateral. Prior to causing or permitting any Collateral is to be located upon premises in which any third party has an interest (whether as owner, mortgagee, beneficiary under a deed of trust, lien lienholder or otherwise), Borrower Borrowers shall, whenever requested by Lender, cause each such third party to execute and deliver to Lender, in form and substance acceptable to Lender, such waivers and subordinations as Lender shall specify, so as to ensure that Lender's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower Borrowers will keep in full force and effect, and will comply with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good and marketable title to the Collateral. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, hypothecs, prior claims, encumbrances and adverse claims, except for Permitted Liens. Lender now has, and will continue to have, a first-priority perfected and enforceable security interest and hypothec in all of the CollateralCollateral as more fully provided in the Order, subject only to the Permitted Liens, and Borrower will at all times defend Lender and the Collateral against all claims of others. None of the Collateral which is Equipment is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Except for leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower is not a lessee or sublessee under any real (immovable) property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, impair or condition, Borrower's right to remove any Collateral from the premises. Whenever Except for warehouses as to which Borrower has delivered to Lender a warehouseman's waiver in form and substance satisfactory to Lender, Borrower is not a xxxxxx of any Goods at any warehouse under an arrangement pursuant to which the warehouseman may obtain any rights in any of the Collateral. Prior to causing or permitting any Collateral is to be located upon premises in which any third party has an interest (whether as owner, processor, depositary, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower shall, whenever requested by Lender, cause each such third party to execute and deliver to Lender, in form and substance acceptable to Lender, such waivers and subordinations as Lender shall specify, so as to ensure that Lender's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower will keep in full force and effect, and will comply with all the terms of, any lease of real (immovable) property where any of the Collateral now or in the future may be located.

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good Borrowers and marketable title to ONE are now, and will at all times in the future be, the sole owners of all the Collateral, except for items of Equipment which are leased by Borrowers or ONE. 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. Lender Coast 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 each Borrower and ONE will at all times defend Lender Coast and the Collateral against all claims of others. None of the Collateral which is Equipment 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 leases No Borrower or subleases as to which Borrower has delivered to Lender a landlord's waiver in form ONE is and substance satisfactory to Lender, Borrower is not will become a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, Collateral and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, restrain or impair a Borrower's or condition, BorrowerONE'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 (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), each Borrower and ONE shall, whenever requested by LenderCoast, use its best efforts to cause each such third party to execute and deliver to LenderCoast, in form and substance acceptable to LenderCoast, such waivers and subordinations as Lender Coast shall specify, so as to ensure that LenderCoast's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Each Borrower and ONE will keep in full force and effect, and will comply with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good is now, and marketable title to will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased by 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. Lender Coast 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 Lender Coast and the Collateral against all claims of others. None of the Collateral which is Equipment 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 leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower is not and will not become a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, Collateral and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, restrain or impair or condition, Borrower's right rights to remove any Collateral from the premisesleased premises except to the extent that a landlord waiver is obtained from lessor pursuant to the terms hereof. Whenever any Collateral is located upon premises in which any third party has an interest (whether as owner, mortgagee, beneficiary under a deed of trust, lien or 7 Amend & Restated Loan and Security Agmt COAST BUSINESS CREDIT LOAN AND SECURITY AGREEMENT ------------------------------------------------------------------- otherwise), Borrower shall, whenever requested by LenderCoast, use its best efforts to cause each such third party to execute and deliver to LenderCoast, in form and substance reasonably acceptable to LenderCoast, such waivers and subordinations as Lender Coast shall specify, so as to ensure that LenderCoast's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower will keep in full force and effect, and will comply in all material respects with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good and marketable title to the Collateral. 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. 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 Lender and the Collateral against all claims of others. None of the Collateral which is Equipment is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Except for leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, subject to Section 15 of Schedule A, Borrower is not a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, impair or condition, Borrower's right to remove any Collateral from the premises. Whenever any Collateral is located upon premises in which any third party has an interest (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower shall, whenever requested by Lender, cause each such third party to execute and deliver to Lender, in form and substance acceptable to Lender, such waivers and subordinations as Lender shall specify, so as to ensure that Lender's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. , provided, that as of the Closing, it is agreed that the only location for which Lender will require a Landlord Waiver is the location set forth in Section 15 of Schedule A. Borrower will keep in full force and effect, and will comply with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good and marketable title to the Collateral. 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. 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 Lender and the Collateral against all claims of others. None of the Collateral which is Equipment is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Except for leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower is not a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, impair or condition, Borrower's right to remove any Collateral from the premises. Whenever any Collateral is located upon premises in which any third party has an interest (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower shall, whenever requested by Lender, cause each such third party to execute and deliver to Lender, in form and substance acceptable to Lender, such waivers and subordinations as Lender shall specify, so as to ensure that Lender's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower will keep in full force and effect, and will comply with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.deliver

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good and marketable title to the Collateral. 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. 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 Lender and the Collateral against all claims of others. None of the Collateral which is Equipment is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Except for leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower is not a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, impair or condition, Borrower's right to remove any Collateral from the premises. Whenever any Collateral is located upon premises in which any third party has an interest (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower shall, whenever requested by Lender, cause each such third party to execute and deliver to Lender, in form and substance acceptable to Lender, such waivers and subordinations as Lender shall BANC OF AMERICA COMMERCIAL FUNDING LOAN AND SECURITY AGREEMENT -------------------------------------------------------------------------------- specify, so as to ensure that Lender's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower will keep in full force and effect, and will comply with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good is now, and marketable title to will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased by 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. Lender Greyrock 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 Lender Greyrock and the Collateral against all claims of others. None So long as any Loan is outstanding which is a term loan, none of the Collateral which is Equipment 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 leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower is not and will not become a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, Collateral *** and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, restrain or impair or condition, 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 (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower shall, whenever requested by LenderGreyrock, use its best efforts to cause each such third party to execute and deliver to LenderGreyrock, in form and substance acceptable to LenderGreyrock, such waivers and subordinations as Lender Greyrock shall specify, so as to ensure that LenderGreyrock's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower will keep in full force and effect, and will comply with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.**. *and interests in Collateral licensed by Borrower in the ordinary course of business **in each case in all material respects ***except for Permitted Liens

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good is now, and marketable title to will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased by 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. Lender GBC 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 Lender GBC and the Collateral against all claims of others. None So long as any Loan is outstanding which is a term loan, none of the Collateral which is Equipment 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 leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower is not a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, and no such lease or sublease now prohibits, restrains, impairs or conditions, or will * prohibit, restrain, restrain or impair or condition, 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 (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower shall, whenever requested by LenderGBC, use its best efforts to cause each such third party to execute and deliver to LenderGBC, in form and substance acceptable to LenderGBC, such waivers and subordinations as Lender GBC shall specify, so as to ensure that LenderGBC's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower will keep in full force and effect, and will comply with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.. * Borrower will not store Inventory valued at more than $50,000 in any property leased by Borrower where such lease would

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good and marketable title to Company is currently the sole owner of all the Collateral, except for those items and property which are leased by Company. 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. Lender the first priority security interest held by Laurus Master Fund LTD in all of the assets of the Company and any purchase money or lessor security interests in certain equipment Holder now has, and will continue to have, a firstsecond-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Lienspurchase money or lessor security interests, contractual rights of set off under bank agreements, and Borrower the liens in favor of the other parties to the Intercreditor Agreement, and Company will at all times defend Lender Holder and the Collateral against all claims of othersothers (subject to the rights of Laurus Master Fund LTD and the holders of purchase money or lessor security interests in certain equipment, contractual rights of set off under bank agreements, and the liens in favor of the other parties to the Intercreditor Agreement). None So long as the loan is outstanding, none of the Collateral which is Equipment 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 leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower Company is not and will not become a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, Collateral and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, restrain or impair or condition, Borrower's Company’s right to remove any Collateral from the premisesleased premises (subject to statutory rights of landlords). Whenever any Collateral is located upon premises in which any third party has an interest (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower Company shall, whenever requested by LenderHolder, use its best efforts to cause each such third party to execute and deliver to LenderHolder, in form and substance acceptable to LenderHolder, such waivers and subordinations as Lender Holder shall specify, so as to ensure that Lender's Holder’s rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower Company will keep in full force and effect, and will comply with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good is now, and marketable title to will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased by Borrower and except as otherwise permitted hereunder. 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. Lender 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 Deposit Accounts and securities accounts held at other financial institutions in accordance with Section 8 of the Schedule, and Borrower will at all times defend Lender Silicon and the Collateral against all material claims of others. None of the Collateral which is Equipment now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture, other than trade fixtures. Except for leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower is not and will not become a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, Collateral and no such lease or sublease now to which Borrower is a party as of the date hereof prohibits, restrains, impairs or conditions, or will prohibit, restrain, restrain or impair or condition, 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 (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower shall, whenever requested by LenderSilicon, use its reasonable efforts to cause each such third party to execute and deliver to LenderSilicon, in form and substance acceptable to LenderSilicon, such waivers and subordinations as Lender Silicon shall specify, so as to ensure that LenderSilicon's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower Borrower, subject to its reasonable commercial judgment, will keep in full force and effect, and will comply with all the material terms of, any lease of real property where any of the Collateral now or in the future may be located. All of Borrower's subsidiaries' assets are now and will hereafter remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, other than Permitted Liens; provided, however, (i) AspenTech UK Limited may incur liens on substantially all of its assets, provided such liens shall secure not more than the principal amount of $5,000,000 and (ii) other non-Borrower subsidiaries may incur other liens which secure not more than $3,000,000 in the aggregate.

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good is now, and marketable title to will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased by 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. Lender Coast 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 Lender Coast and the Collateral against all claims of others. None of the Collateral which is Equipment 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 leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower is not and will not become a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, Collateral and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, restrain or impair or condition, 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 (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower shall, whenever requested by LenderCoast, use its best efforts to cause each such third party to execute and deliver to LenderCoast, in form and substance acceptable to LenderCoast, such waivers and subordinations as Lender Coast shall COAST BUSINESS CREDIT LOAN AND SECURITY AGREEMENT ------------------------------------------------------------------------------ specify, so as to ensure that LenderCoast's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower will keep in full force and effect, and will comply with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good is now, and marketable title to will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased by 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. Lender GBC 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 Lender GBC and the Collateral against all claims of others. None So long as any Loan is outstanding which is a term loan, none of the Collateral which is Equipment 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 leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower is not and will not become a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, Collateral and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, restrain or impair or condition, 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 (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower shall, whenever requested by LenderGBC, use its best efforts to cause each such third party to execute and deliver to LenderGBC, in form and substance acceptable to LenderGBC, such waivers and subordinations as Lender GBC shall specify, so as to ensure that LenderGBC's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower will keep in full force and effect, and will comply comply*** with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.. *, EXCEPT FOR THE DEC 4000AXP COMPUTER WHICH IS ON LOAN TO BORROWER PURSUANT TO THE SETTLEMENT AGREEMENT BETWEEN BORROWER AND DIGITAL EQUIPMENT CORPORATION DATED DECEMBER 4, 1992 ** (IN WHICH A SECURITY INTEREST CAN BE PERFECTED BY THE FILING OF A FINANCING STATEMENT OR, IN THE CASE OF ANY DEPOSIT ACCOUNT, BY NOTICE) *** IN ALL MATERIAL RESPECTS GREYROCK BUSINESS CREDIT LOAN AND SECURITY AGREEMENT --------------------------------------------------------------------------------

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good and marketable title to the Collateral. 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. 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 Lender and the Collateral against all claims of others. None of the Collateral which is Equipment is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Except for leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower is not a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, impair or condition, Borrower's right to remove any Collateral from the premises. Whenever any Collateral is located upon premises in which any third party has an interest (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower shall, whenever requested by Lender, cause each such third party to execute and deliver to Lender, in form and substance acceptable to Lender, such waivers and subordinations as Lender shall specify, so as to ensure that Lender's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower will keep in full force and effect, and will comply with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good is now, and marketable title to will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased by 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. Lender Coast 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 Lender Coast and the Collateral against all claims of others. None of the Collateral which is Equipment 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 leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower is not and will not become a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, Collateral and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, restrain or impair or condition, 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 (whether as owner, mortgagee, beneficiary under a deed of trust, lien lienholder, landlord, warehouseman or otherwise), Borrower shall, whenever requested by LenderCoast, use its best efforts to cause each such third party to execute and deliver to LenderCoast, in form and substance acceptable to LenderCoast, such waivers and subordinations as Lender Coast shall specify, so as to ensure that LenderCoast's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. In the event that such waivers and subordination specified by Coast have not been obtained from such third parties, Coast will have a continuing right to institute a reserve for payment of rent and other sums owing to any such third parties or Coast may make any Collateral located on the premises of any such third party ineligible for lending purposes. Borrower will keep in full force and effect, and will comply with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good and marketable title to the Collateral. 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. 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 Lender and the Collateral against all claims of others. None of the Collateral BANC OF AMERICA COMMERCIAL FUNDING LOAN AND SECURITY AGREEMENT ------------------------------------------------------------------------------ which is Equipment is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Except for leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower is not a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, impair or condition, Borrower's right to remove any Collateral from the premises. Whenever any Collateral is located upon premises in which any third party has an interest (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower shall, whenever requested by Lender, cause each such third party to execute and deliver to Lender, in form and substance acceptable to Lender, such waivers and subordinations as Lender shall specify, so as to ensure that Lender's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower will keep in full force and effect, and will comply with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good is now, and marketable title to will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased by 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. Lender Coast 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 Lender Coast and the Collateral against all claims of others. None of the Collateral which is Equipment now is or will be affixed to any real property in such a Coast Business Credit Loan and Security Agreement -------------------------------------------------------------------------------- manner, or with such intent, as to become a fixture. Except for leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower is not and will not become a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, Collateral and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, restrain or impair or condition, 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 (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower shall, whenever requested by LenderCoast, use its best efforts to cause each such third party to execute and deliver to LenderCoast, in form and substance acceptable to LenderCoast, such waivers and subordinations as Lender Coast shall specify, so as to ensure that LenderCoast's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower will keep in full force and effect, and will comply with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good is now, and marketable title to will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased by 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. Lender GBC 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 Lender GBC and the Collateral against all claims of others. None So long as any Loan is outstanding which is a term loan, none of the Collateral which is Equipment 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 leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower is not and will not become a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, Collateral and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, restrain or impair or condition, 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 (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower shall, whenever requested by LenderGBC, use its best * efforts to cause each such third party to execute and deliver to LenderGBC, in form and substance acceptable to LenderGBC, such waivers and subordinations as Lender GBC shall specify, so as to ensure that LenderGBC's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower will keep in full force and effect, and will comply with all the 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; PERMITTED LIENS. Borrower has good is now, and marketable title to will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased by 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. Lender GBC 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 Lender GBC and the Collateral against all claims of others. None So long as any Loan is outstanding which is a term loan, none of the Collateral which is Equipment now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture unless, prior to such time as any Collateral shall have become a fixture, GBC shall have obtained a first-priority perfected security interest therein subject only to permitted liens. Except for leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower is not and will not become a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, Collateral and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, restrain or impair or condition, 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 (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower shall, whenever requested by LenderGBC, use its reasonable best efforts to cause each such third party to execute and deliver to LenderGBC, in form and substance reasonably acceptable to LenderGBC, such waivers and subordinations as Lender GBC shall specify, so as to ensure that LenderGBC's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower will keep in full force and effect, and will comply comply, in all material respects, with all the material terms of, any lease of real property where any of the Collateral now or in the future may be located. Notwithstanding the foregoing provisions of this Section 3.4, it is understood and agreed that Borrower shall be permitted to make the following sales ("Permitted Asset Sales"): (i) sell Inventory in the ordinary course of business and (ii) so long as no Event of Default has occurred and is continuing (a) dispose in the ordinary course of business of items of Equipment which have become worn out or obsolete in the reasonable opinion of the executive management of Borrower, (b) sell Equipment in the ordinary course and in good faith, arm's length transaction and (c) sell or otherwise dispose, in good faith, arm's length transactions, Collateral not having, in the aggregate (for all locations), a fair market value not exceeding $500,000 from the locations ("Proposed Discontinued Locations") set forth in the Schedule under the caption "Proposed Discontinued Locations". Further, it is understood and agreed that the provisions of the fifth and sixth sentences of this Section 3.4 shall not apply to Collateral located at any of the Proposed Discontinued Locations.

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good and marketable title to the Collateral. 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. 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 Lender and the Collateral against all claims of others. None of the Collateral which is Equipment is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Except for leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower is not not, and will at no time be, a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, and no such lease or sublease now now, or at any time, prohibits, restrains, impairs or conditions, or will prohibit, restrain, impair or condition, Borrower's right to remove any Collateral from the premises. Whenever Except for warehouses as to which Borrower has delivered to Lender a warehouseman's waiver in form and substance satisfactory to Lender, Borrower is not, and will at no time be, a xxxxxx of any Goods at any warehouse under an arrangement pursuant to which the warehouseman may obtain any rights in any of the Collateral. Prior to causing or permitting any Collateral is to be located upon premises in which any third party has an interest (whether as owner, mortgagee, beneficiary under a deed of trust, lien lienholder or otherwise), Borrower shall, whenever requested by Lender, cause each such third party to execute and deliver to Lender, in form and substance acceptable to Lender, such waivers and subordinations as Lender shall specify, so as to ensure that Lender's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower will keep in full force and effect, and will comply with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good is now, and marketable title to will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased by 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. Lender GBC 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 Lender GBC and the Collateral against all claims of others*. None of the Collateral which is Equipment is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Except for leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower is not and will not become a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, ** and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, restrain or impair or condition, 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 (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower shall, whenever requested by LenderGBC, use its*** best efforts to cause each such third party to execute and deliver to LenderGBC, in form and substance acceptable to LenderGBC, such waivers and subordinations as Lender GBC shall specify, so as to ensure that LenderGBC's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower will keep in full force and effect, and will comply with all the the**** terms of, any lease of real property where any of the Collateral now or in the future may be located.located+. * WITH RESPECT TO THE COLLATERAL (EXCEPT FOR THOSE HOLDING PERMITTED LIENS) ** (UNLESS BORROWER PROVIDES GBC WITH A LANDLORD WAIVER WITH RESPECT THERETO IN FORM AND SUBSTANCE SATISFACTORY TO GBC, IF SO REQUESTED BY GBC, OR UNLESS THE SAME IS A SALES OFFICE AT WHICH NOT MORE THAN $50,000 OF COLLATERAL IS LOCATED) *** REASONABLE **** MATERIAL + EXCEPT FOR LEASES OF SALES OFFICES AT WHICH NOT MORE THAN $50,000 OF COLLATERAL IS LOCATED

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, and has good and at all times will have good, marketable and indefeasible title to the Collateral. 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. The Collateral is and shall, at all times, remain of good and of merchantable quality, free from defects. 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 Lender and the Collateral against all claims of others. None of the Collateral which is Equipment 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 leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower is not and will not become a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, Collateral and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, restrain or impair or condition, 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 (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower shall, whenever requested by Lender, use its best efforts to cause each such third party to execute and deliver to Lender, in form and substance acceptable to Lender, such waivers and subordinations as Lender shall specify, so as to ensure that Lender's ’s rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower will keep in full force and effect, and will comply with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good is now, and marketable title to will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased by 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. Lender Coast now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the CollateralCollateral to the extent said security interests are perfected pursuant to the documents entered into and notices given in connection herewith, subject only to the Permitted Liens, and Borrower will at all times defend Lender Coast and the Collateral against all claims of others. None of the Collateral which is Equipment 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 leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower is not and will not become a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, Collateral and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, restrain or impair or condition, 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 (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower shall, whenever requested by LenderCoast, use its best efforts to cause each such third party to execute and deliver to LenderCoast, in form and substance acceptable to LenderCoast, such waivers and subordinations as Lender Coast shall specify, so as to ensure that LenderCoast's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. .Borrower will keep in full force and effect, and will comply with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

TITLE TO COLLATERAL; PERMITTED LIENS. Borrower has good is now, and marketable title to will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased by 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. Lender Coast 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 Lender Coast and the Collateral against all claims of others. None of the Collateral which is Equipment 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 leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower is not and will not become a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, Collateral and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, restrain or impair or condition, Borrower's right to remove any Collateral from the leased premises, except to the extent a landlord waiver is obtained from lessor pursuant to the terms hereof. Whenever any Collateral is located upon premises in which any third party has an interest (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), . Borrower shall, whenever requested by LenderCoast, use its best efforts to cause each such third party to execute and deliver to LenderCoast, in form and substance acceptable to LenderCoast, such waivers and subordinations as Lender Coast shall specify, so as to ensure that LenderCoast's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower will keep in full force and effect, and will comply with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.