Common use of Collateral Clause in Contracts

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1), neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the counter software that is commercially available to the public).

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 6.11, (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two Five Hundred Fifty Thousand Dollars ($250,000.00500,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory held and released for commercial sale by or for the benefit of Borrower or any Subsidiary is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which it being understood and agreed that Borrower and each of its Subsidiaries may be from time to time update certain information in the Perfection Certificates after the Effective Date to the extent permitted by one or more specific provisions in this Agreement; such updated in accordance with Perfection Certificates subject to the provisions review and approval of Section 5.1Collateral Agent unless such facts, events or circumstances being updated first arose or occurred after the Effective Date and do not constitute a breach, default, or Event of Default under this Agreement or any other Loan Document), neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or Lender within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the over-the-counter software that is commercially available to the public).

Collateral. (a) Borrower and each of its Subsidiaries any Guarantor have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have Guarantor has any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant other than with respect to the terms of Section 6.6(b)Excluded Accounts. The Accounts are bona fide, existing obligations of the Account Debtors. (b) The security interest granted herein is and shall at all times continue to be a valid and enforceable security interest in the Collateral and upon the filing of a financing statement in appropriate form in the Code records of the Secretary of State of the State of Delaware, the security interest created hereby shall constitute a first priority perfected security interest to the extent perfection can be obtained by filing financing statements a first priority perfected security interest in the Collateral, subject only to Permitted Liens. (c) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse)bailee, and (ii) no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). None of the components of the Collateral shall be maintained at locations 50,000.00) (other than as disclosed locations where property is held solely for, or in the Perfection Certificates on the Effective Date transition to or as permitted pursuant to Section 6.11from, a clinical study). (cd) All Inventory is in all material respects of good and marketable quality, free from material defects. (de) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with Certificates, as of the provisions of Section 5.1)Effective Date, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the counter software that is commercially available to the public)Material Agreement.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1)Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or Lender within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the over-the-counter software that is commercially available to the public).

Collateral. (a) Borrower Except for the security interest granted to the Investors under this Agreement and each Permitted Liens, the Company is the sole legal and equitable owner of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon in which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent grant a perfected security interest therein, pursuant to the terms of Section 6.6(b)hereunder. The Accounts are bona fide, existing obligations of the Account Debtors.I (b) On the Effective DateNo effective security agreement, and except as disclosed on the Perfection Certificate financing statement, equivalent security or as permitted under Section 6.11 (i) the Collateral is not in the possession of lien instrument or continuation statement covering all or any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components part of the Collateral exists, except such as may have been filed by the Company in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). None favor of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted Investors pursuant to Section 6.11this Agreement and except for Permitted Liens. (c) All Inventory is This Agreement creates a legal and valid security interest on and in all material respects of good and marketable quality, free from material defectsthe Collateral in which the Company now has rights. (d) Borrower The Company has paid or will pay when due all taxes, fees, assessments and each other charges now or hereafter imposed upon the Collateral except for any tax, fee, assessment or other charge the validity of which is being contested in good faith by appropriate proceedings and so long as the Company has set aside on its books adequate reserves With respect thereto. (e) Schedule 4.7(e) hereto lists, as to the Company, (i) the Company's chief executive office and other place(s) of business, (ii) the Company's legal organizational structure and its jurisdiction of incorporation, (iii) the address where records relating to the Collateral are maintained, (iv) any other location of the Collateral, (v) location of leased facilities and name of lessor/sublessor, (vi) any fictitious names used by the Company, and (vii) all accounts of the Company together with the name of the bank where they are located, the account number and a contact person. (f) None of the Collateral is held by a third party in any location as assignee, trustee, bailee, consignee, or in any similar capacity. C attached hereto. (g) All items constituting the Collateral are set forth on Exhibit C attached hereto. (h) The Company will maintain the tangible Collateral in good condition and repair and preserve it against loss, damage or depreciation in value other than by reasonable wear and tear. (i) The Company will maintain and preserve all patents, patent applications, trademarks, trademark applications, license agreements, agency agreements and other similar intangible Collateral in good standing and in full force and effect; and make any payments due by the Company thereunder or perform any obligations on the part of the Company to be performed thereunder, and otherwise not permit any defaults on the part of the Company to occur thereunder. The Company will use reasonable commercial efforts to keep the Collateral Agent advised of the status of any of its Subsidiaries is pending patent applications. The Company will give prompt written notice to the sole owner Collateral Agent of any default or alleged default by any party with respect to any of the Intellectual Property each respectively purports foregoing and, if the Company shall be the defaulting party, afford the Collateral Agent, on behalf of the Investors, the opportunity to owncure such default (without in any way waiving any claims the Investors may have against the Company for permitting such a default to occur in violation of this Agreement). Upon the Company becoming aware of any alleged violations or infringements of any patent, free patent application, trademark or similar rights of the Company, the Company shall give prompt written notice to the Collateral Agent and clear at the demand of the Collateral Agent, shall, at the Company's cost and expense, take whatever action is appropriate to protect the interest of the Company in such patent, patent application, tradename or similar right and to prevent the continued violation of the Company's rights therein. (j) The Company will comply with all laws, ordinances and governmental regulations with which it must comply with respect to its ownership of the Collateral. (k) The Company shall permit the Collateral Agent from time to time while this Agreement is in effect, upon one day's prior notice and during normal business hours, to inspect the Collateral. (l) The Company will immediately notify the Purchaser upon receipt of any information which may affect in any way the value of the Collateral. (m) Within thirty (30) days of the date of this Agreement, the Company will obtain and thereafter keep insured by financially sound and reputable insurance companies all the tangible Collateral against such casualties and contingencies and of such types and in such amounts as is customary in the case of similar businesses and will, upon the request 1of the Collateral Agent furnish a certificate of a reputable insurance broker setting forth the nature and extent of all Liens other than Permitted Liens. Except as noted on insurance maintained by the Perfection Certificates (which may be updated Company in accordance with this Section. I II such policies shall name the provisions Collateral Agent as an additional insured and provide for the payment of Section 5.1)losses to the Collateral Agent and for thirty (30) days prior written notice to the Collateral Agent of any cancellation. (n) Except in connection with a merger transaction between the Company and a public shell entity, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that Company shall not: (i) prohibits sell, assign (by operation of law or otherwise) or otherwise restricts Borrower dispose of any of the Collateral, except in the ordinary and usual course of business or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, as otherwise permitted by this Agreement; or (ii) create or suffer to exist any lien or other charge or encumbrance upon or with respect to any of the Collateral to secure indebtedness owing to any person or entity, except for the security interest created by this Agreement. (o) The Company will defend any proceeding which a default under may affect title to or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any the Investor's security interest in the Collateral. Borrower shall provide written notice to Collateral Agent , and each Lenderwill indemnify and hold harmless the Investor for all costs and expenses incurred by it, including reasonable attorney's fees, in connection with any such proceeding. The Company agrees to indemnify the next Compliance Certificate delivered pursuant to Section 6.2(b) or within ten Investor from and against any and all claims, losses and liabilities, costs and expenses (10) days (whichever is laterincluding, without limitation, reasonable attorney's fees), arising out of Borrower or any resulting from the Company's breach of its Subsidiaries entering into this Agreement (including, without limitation, enforcement of this Agreement upon such breach), except claims, losses or becoming bound by any license liabilities resulting from the Investor's gross negligence or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the counter software that is commercially available to the public)willful misconduct.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith (as the same may be updated from time to time as permitted or otherwise informed the Collateral Agent in writing required herein) with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, therein to the extent required pursuant to the terms of Section 6.6(b)6.6. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) Certificate: the Collateral (other than (1) inventory in transit, (2) mobile goods and equipment, and (3) locations with Collateral having an aggregate book value not in excess of Two Hundred Fifty Thousand ▇▇▇▇▇▇▇ ($250,000.00)) is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses . None of the components of the Collateral (other than (1) inventory in transit, (2) mobile goods and equipment, and (3) locations with Collateral having an aggregate book value not in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). None of the components of the Collateral ) shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as locations permitted pursuant to Section 6.11. (c) All unexpired Inventory is in all material respects of good and marketable quality, free from material defects, and all unexpired Inventory held out for sale is in all material respects of marketable quality. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to solely own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates or as otherwise disclosed pursuant to the terms of this Agreement (which may be updated to the extent Borrower is permitted to take such action resulting in accordance with the applicable update by one or more specific provisions of Section 5.1in this Agreement), neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall promptly (and in any event within ten (10) Business Days) provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or within ten (10) days (whichever is later), Lender of Borrower or any of its Subsidiaries entering into or becoming bound by any license or other agreement with respect to which Borrower or any Subsidiary is the licensee (other than (x) over the counter software that is commercially available to the public, and (y) non-exclusive licenses (i) from research and development vendors, academic institutions and clinical trial sites entered into in the ordinary course of business, (ii) on a form substantially conforming with Borrower’s form master services agreement, material transfer agreement, sponsored research agreement or clinical trial agreement, each as provided to Collateral Agent and each Lender entered into in the ordinary course of business, and (iii) from service providers of Borrower providing corporate sponsorship and/or promotional items, auditing and accounting services, human resources support services, non-proprietary information technology software, and market research entered into in the ordinary course of business, the principal purposes of which do not include the acquisition of licensing rights, but which contain such non-exclusive licenses merely ancillary to, and for the limited purposes of facilitating, the principal purposes of the agreement, in each case so long as Borrower has complied with all other applicable terms of the Loan Documents applicable thereto).

Collateral. (a) Borrower and each of its Subsidiaries have has good title to, have has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor any of its Subsidiaries does not have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent in connection herewith herewith, or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, therein as required pursuant to the terms of Section 6.6(b)this Agreement. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse)) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 and, and (ii) as of the Effective Date, no such third party bailee possesses components of the Collateral in excess of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates Certificate on the Effective Date or as permitted pursuant to Section 6.11. (c) . All Inventory is in all material respects of good and marketable quality, free from material defects. (d) , except Inventory for which adequate reserves have been made in amounts reasonably acceptable to Lenders. Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively it purports to own, free except for non-exclusive licenses granted to its customers in the ordinary course of business and clear of all Liens other than Permitted Liensover-the-counter software that is commercially available for the public. Except as noted on the Perfection Certificates (which may be updated in accordance with Certificate, as of the provisions of Section 5.1)Effective Date, neither Borrower nor any of its Subsidiaries is not a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the a licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any such license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the over-the-counter software that is commercially available to the public). Borrower shall take such steps as Collateral Agent reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (x) Borrower’s interest in all such licenses or agreements to be deemed “Collateral” and for Collateral Agent and each Lender to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or, whether now existing or entered into in the future, and (y) Collateral Agent shall have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Collateral Agent’s rights and remedies under this Agreement and the other Loan Documents.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand [***] Dollars ($250,000.00[***]). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1)Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or Lender within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the counter over‑the‑counter software that is commercially available to the public).

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other deposit or investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00). None of the components of the Collateral (other than mobile computer, mobile telephone or other such mobile equipment in the possession of Borrower’s employees or agents in an aggregate amount not to exceed One Hundred Thousand Dollars ($100,000.00)) shall be maintained at locations other than as disclosed in the Perfection Certificates Certificate on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1)Certificate, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or Lender within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the over-the-counter software that is commercially available to the public). Borrower shall, and shall cause its Subsidiaries to, take such commercially reasonable steps as Collateral Agent and any Lender requests to obtain the consent of, or waiver by, any Person whose consent or waiver is necessary for (i) all licenses or agreements with respect to which Borrower or any Subsidiary is the licensee to be deemed “Collateral” and for Collateral Agent and each Lender to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (ii) Collateral Agent and each Lender shall have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Collateral Agent’s and such Lender’s rights and remedies under this Agreement and the other Loan Documents.

Collateral. (a) Except as disclosed in the Perfection Certificates, Borrower and each of its Subsidiaries have has good title to, have has rights in, and the power to transfer Dispose of each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity has no Pledged Accounts or other investment accounts other than the Collateral Pledged Accounts or the other investment accounts, if any, (i) described in Section 4.2(a) of the Perfection Certificates (which may be amended to add or remove Pledged Accounts as provided by Section 4.1(a)(v)) delivered to Lenders and Collateral Agent in connection herewith herewith, or otherwise informed the Collateral Agent in writing with respect (ii) of which Borrower or such Subsidiary has given Lenders and Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant to the terms . Borrower’s Accounts and those of Section 6.6(b). The Accounts its Subsidiaries are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in Section 4.2(b) of the Perfection Certificates, which may be amended to add or remove bailees as provided by Section 4.1(a)(v), and (ii) no above or as permitted pursuant to Section 6.3. Other than moveable items of personal property such third party bailee possesses components as laptop computers having an aggregate book value of the Collateral in excess of Two Hundred Fifty Thousand Dollars (not more than $250,000.00). None 250,000, none of the components of the Collateral shall be maintained at locations other than as disclosed provided in Section 4.2(b) and Schedule H of the Perfection Certificates on the Effective Date Certificates, which may be amended to add or remove bailees and real property locations as provided by Section 4.1(a)(v), above or as permitted pursuant to Section 6.116.3. (c) All To the extent that Inventory exists, all Borrower’s and its Subsidiaries’ Inventory is in all material respects of good and marketable quality, free from material defectsdefect (other than defects that do not prevent satisfaction of the standard requirements for delivery and acceptance of such Inventory and except for obsolete, damaged, defective or slow-moving items that have been written off or written down to fair market value or for which adequate reserves have been established). (d) Section 4.2(d) of the Perfection Certificates lists all registered Intellectual Property owned by Borrower and each of its Subsidiaries (other than over-the-counter software and other non-customized mass market licenses that are commercially available to the public), and may be updated to add or remove Intellectual Property as provided by Section 4.1(a)(v), above. Borrower is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (i) non-exclusive licenses granted to its customers in the ordinary course of business, free (ii) Permitted Exclusive Licenses, (iii) over-the-counter software and clear of all Liens other than Credit Agreement – Domo, Inc. non-customized mass market licenses that are commercially available to the public, (iv) material Intellectual Property licensed to Borrower or its Subsidiaries and noted on the Perfection Certificates and (v) in connection with Permitted Liens. Except as specifically noted on in Section 4.2(d) of the Perfection Certificates Certificates, each Loan Party has the full right and authority to Dispose of its Intellectual Property, and each of its Subsidiaries has the full right and authority to Dispose of its Intellectual Property. Except as specifically noted in Section 4.2(d) of the Perfection Certificates, each material Patent and Trademark which Borrower or any of its Subsidiaries own or purport to own (which may except to the extent no longer deemed material to the conduct of the business of the Borrower or its Subsidiaries in the good faith judgement of the Borrower) is valid and enforceable, and no part of such Intellectual Property has been judged invalid or unenforceable by a court of competent jurisdiction, in whole or in part except to the extent it could not reasonably be updated expected to have a Material Adverse Effect. Neither Borrower nor any of its Subsidiaries is in accordance with breach of any agreement related to their material Intellectual Property, and no claim has been made in writing that any part of such Intellectual Property violates the provisions rights of any third party, in each case, except to the extent it could not reasonably be expected to have a Material Adverse Effect. (e) Except as noted in Section 5.1)4.2(e) of the Perfection Certificates, neither Borrower nor any of its Subsidiaries is are a party to, nor is or bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is Restricted License. Section 4.2(e) of the licensee that Perfection Certificates may be updated as provided by Section 4.1(a)(v), above. (if) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest Except as noted in Section 4.2(f) of the Perfection Certificates, Borrower’s or such Subsidiaries’ interest ownership interests in such material license or material agreement or any other propertythe entities listed in Section 4.2(f) of the Perfection Certificates are uncertificated, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. and shall not be certificated unless Borrower shall provide written notice to Collateral Agent and each Lenderof the entities listed in Section 4.2(f) of the Perfection Certificates comply with Section 6.12, in connection with below. Section 4.2(f) of the next Compliance Certificate delivered pursuant to Perfection Certificates may be updated as provided by Section 6.2(b) or within ten (10) days (whichever is later4.1(a)(v), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the counter software that is commercially available to the public)above.

Collateral. (a) Borrower The due and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item punctual payment of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under Obligations, including payment of the Loan Documentsprincipal of, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accountspremium on, if any, described and interest on, the Securities when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium on, if any, and interest on the Securities, according to the terms hereunder or thereunder, and all other obligations of the Issuers and the Guarantors to the Holders or the Trustee under the Note Documents are secured as provided in the Perfection Certificates Note Collateral Documents which the Issuer and the Guarantors have entered into simultaneously with the execution of this Indenture and will be secured as provided by the Note Collateral Documents hereafter delivered to as required by this Indenture. The Trustee and the Issuer hereby acknowledge and agree that the Note Collateral Agent has a security interest in connection herewith or otherwise informed the Collateral Agent for the benefit of the Holders, the Trustee and itself, in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice each case pursuant and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant subject to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account DebtorsNote Collateral Documents. (b) On the Effective DateEach Holder, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 by its acceptance of a Security, (i) consents and agrees to the terms of each Note Collateral is Document (including, without limitation, the provisions providing for possession, use, release and foreclosure of Collateral), as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture and agrees that it will not contest or support any other person in contesting, in any proceeding (including any insolvency or liquidation proceeding), the possession perfection, priority, validity or enforceability of a Lien held by or on behalf of any third party bailee (such as a warehouse)other holder of First Lien Obligations in all or any part of the Collateral, and (ii) authorizes the Note Collateral Agent to act on its behalf as “collateral agent” under this Indenture and the Note Collateral Documents, (iii) authorizes the Trustee to appoint the Note Collateral Agent to act on its behalf as the Note Collateral Agent under this Indenture and the Note Collateral Documents, (iv) authorizes and directs the Note Collateral Agent (or any Bailee Collateral Agent) to enter into the Note Collateral Documents to which it is or becomes a party and to perform its obligations and exercise its rights and powers thereunder in accordance therewith, (v) authorizes and empowers the Note Collateral Agent (or any Bailee Collateral Agent) to bind the Holders and other holders of First Lien Obligations as set forth in the Note Collateral Documents to which the Note Collateral Agent (or any Bailee Collateral Agent) is a party and (vi) authorizes the Trustee to authorize the Note Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Note Collateral Agent by the terms of the Note Collateral Documents, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any grantor thereunder to secure any of the First Lien Obligations, together with such powers and discretion as are reasonably incidental thereto. Notwithstanding the foregoing, no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). None of the components of the Collateral consent shall be maintained at locations other than as disclosed deemed or construed to represent an amendment or waiver, in whole or in part, of any provision of this Indenture or the Perfection Certificates on Securities. The foregoing will not limit the Effective Date right of Level 3 Parent, the Issuer or as permitted pursuant any Restricted Subsidiary to Section 6.11amend, waive or otherwise modify the Note Collateral Documents in accordance with their terms. (c) All Inventory is Neither the Issuer nor any Guarantor will take or omit to take any action which would materially adversely affect or impair the Liens in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner favor of the Intellectual Property each respectively purports to own, free Note Collateral Agent and clear the holders of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1), neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement Securities with respect to which Borrower the Collateral; provided, however, that the foregoing shall not be deemed to prohibit any action or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the counter software inaction that is commercially available to the public)otherwise permitted by this Indenture or required by law.

Collateral. (a) Borrower Contemporaneously with the execution and each delivery of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed this Agreement by the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given and the Lenders, (i) the Collateral Agent notice and taken such actions as are necessary to give has or will have entered into a Security Agreement between the Collateral Agent and Inrob Ltd., a perfected State of Israel corporation (“Subsidiary”) ("Security Agreement"), regarding the grant of a security interest thereinin assets owned by Debtor and Subsidiary, (ii) the Collateral Agent has or will have entered into a Stock Pledge Agreement between Collateral Agent and Debtor (“Stock Pledge Agreement”) (such assets are referred to herein and in the Security Agreement as the "Collateral") to the Collateral Agent, for the benefit of the Lenders, (iii) Subsidiary is delivering a Guaranty to the Collateral Agent for the benefit of the Lenders, and (iv) Debtor is issuing the Notes and in the future may issue additional Notes to the Lenders pursuant to a “Subscription Agreement” dated at or about the terms date of Section 6.6(b)this Agreement. The Accounts Collectively, the Security Agreement, Stock Pledge Agreement, Guaranty, the Notes and Subscription Agreement and other agreements referred to therein are bona fide, existing obligations of the Account Debtorsreferred to herein as “Borrower Documents”. (b) On For purposes solely of perfection of the Effective Datesecurity interests granted to the Collateral Agent, as agent on behalf of the Lenders, and except as disclosed on its own behalf under the Perfection Certificate or as permitted under Section 6.11 (i) Borrower Documents, the Collateral Agent hereby acknowledges that any Collateral held by the Collateral Agent is not in held for the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components benefit of the Collateral Lenders in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)accordance with this Agreement and the Borrower Documents. None of No reference to the components of the Collateral Borrower Documents or any other instrument or document shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date deemed to incorporate any term or as permitted pursuant to Section 6.11provision thereof into this Agreement unless expressly so provided. (c) All Inventory The Collateral Agent is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated distribute in accordance with the provisions of Section 5.1), neither Borrower nor Documents any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to proceeds received from the Collateral which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the counter software that is commercially available are distributable to the public)Lenders in proportion to their respective interests in the Obligations as defined in the Borrower Documents.

Collateral. (a) Co-Borrower and each of its Subsidiaries have has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Co-Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith or otherwise informed the Collateral Agent in writing with respect of and which Co-Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent Bank a perfected security interest therein, pursuant to the terms of Section 6.6(b6.8(b). The Accounts are bona fide, existing obligations of the Account Debtors. . The Collateral (bother than Offsite Collateral) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)Perfection Certificate or as permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. (c) 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. (d) . Co-Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (a) licenses permitted hereunder, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1), neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the over-the-counter software that is commercially available to the public), (c) material Intellectual Property licensed to Co-Borrower and noted on the Perfection Certificate, and (d) open source software. Each Patent which it owns or purports to own and which is material to Co-Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Co-Borrower owns or purports to own and which is material to Co-Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Co-Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Co-Borrower’s business. Except as noted on the Perfection Certificate or as otherwise disclosed in writing to Bank, Co-Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, except for (a) licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) Intellectual Property licensed to Borrower and noted on the Perfection Certificate, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1)Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or Lender within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the over-the-counter software that is commercially available to the public).

Collateral. (a) Borrower and each of its Subsidiaries have has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith or otherwise informed the Collateral Agent in writing with respect of and which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent Bank a perfected security interest therein, pursuant to the terms of Section 6.6(b)) to the extent required under Section 6.6(b) hereof. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse)) except as otherwise provided in the Perfection Certificate, locations disclosed to Bank pursuant to Section 7.2, and (ii) no such third party bailee possesses components locations of Experimental Compounds in the Collateral ordinary course of business in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)connection with clinical trials. None of the components of the Collateral shall be maintained at locations other than than: (i) locations as disclosed provided in the Perfection Certificates on the Effective Date or Certificate, (ii) locations as permitted pursuant to Section 6.11. 7.2, (ciii) locations of mobile equipment, including phones, tablets and computers with employees and consultants in the ordinary course of business, (iv) locations where Collateral may be temporarily located for sales, testing or demonstration purposes in the ordinary course of business, (v) locations where biopharmaceutical compounds and therapeutic materials are located in the ordinary course of business in connection with clinical trials, and (vi) other locations where not more than Fifty Thousand Dollars ($50,000.00) of Collateral in the aggregate may be located at any time. All Inventory is in all material respects of good and marketable quality, free from material defects. (d) , except for Inventory for which adequate reserves have been made in accordance with GAAP. The foregoing representation shall not apply to Inventory consisting Experimental Compounds. Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (a) non-exclusive licenses granted to its third parties in the ordinary course of business, free (b) over-the-counter software and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1), neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the counter software that is commercially available to the public, (c) licenses that are disclosed in writing to Bank pursuant to Section 6.7(b), (d) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate, and (e) immaterial Intellectual Property licensed to Borrower in the ordinary course of business. To the best of Borrower’s knowledge, each Patent (other than patent applications) which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1)Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or Lender within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the over-the-counter software that is commercially available to the public).

Collateral. (a) Borrower and each of its Subsidiaries have Guarantor has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of to which Borrower or such Subsidiary Guarantor has given Collateral Agent notice and taken taken, subject to Section 6.6 (a), such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral, subject only to Permitted Liens that are permitted by the terms of this Agreement to have priority to Collateral Agent’s Lien. (c) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse)bailee, and (ii) no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (cd) All Inventory and Equipment is in all material respects of good and marketable quality, free from material defects. (de) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1)Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the counter software that is commercially available to the public)Material Agreement.

Collateral. (a) Borrower and each of its Subsidiaries have has good title to, have has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment has no deposit accounts other than the Collateral Accounts or deposit accounts with Bank, the other investment deposit accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith herewith, or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent Bank notice and taken such actions as are necessary to give Collateral Agent Bank a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)Perfection Certificate. None of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. 7.2. Borrower shall at all times during the term of this Agreement maintain at least two-thirds of its Inventory (cbased upon the fair market value of all Inventory) at Borrower’s ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ location and at other locations of the Borrower for which Bank has received a landlord’s waiver in form and substance reasonably satisfactory to Bank. All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower . Axcelis Technologies, Inc. and each of its Subsidiaries is Axcelis Technologies CCS Corporation, either individually or jointly, are the sole owner owners of the Intellectual Property each respectively intellectual property which Borrower owns or purports to own, free including, without limitation, the intellectual property set forth on the Perfection Certificate, except for non-exclusive licenses granted to its customers in the ordinary course of business. Each patent which Borrower owns or purports to own is valid and clear enforceable and no part of all Liens other than Permitted Liensthe intellectual property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1)Certificate, neither Borrower nor any of its Subsidiaries is not a party to, nor is it bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the counter software that is commercially available to the public)Restricted License.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇g▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant therein other than with respect to the terms of Section 6.6(b)Excluded Accounts. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00). None of the components of the Collateral shall be (other than locations where Collateral is held solely for, or in transition to or from, a clinical study for research and development purposes) are maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1)Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or Lender within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the over-the-counter software that is commercially available to the public).

Collateral. (a) Borrower and each of its Subsidiaries have Guarantor has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have Guarantor has any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary Guarantor has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest thereintherein as required under this Agreement. To the Knowledge of the Responsible Officers, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral, subject only to involuntary Permitted Liens that, under applicable law, have priority over Collateral Agent’s Lien. (c) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse)bailee, and (ii) no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11250,000) individually and One Million Dollars ($1,000,000) for all such locations. (cd) All Inventory and Equipment is in all material respects of good and marketable quality, free from material defects. (de) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates Certificate (which which, upon the consummation of a transaction not prohibited by this Agreement, may be updated in accordance with the provisions of Section 5.1to reflect such transaction), neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the counter software that is commercially available to the public)Material Agreement.

Collateral. (a) Borrower and each of its Subsidiaries have has good title to, have has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment has no deposit accounts other than the Collateral Accounts or the other investment accounts, if any, deposit accounts with Bank and deposit accounts described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent Bank notice and taken such actions as are necessary to give Collateral Agent Bank a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse), ) except (x) as otherwise provided in the Perfection Certificate and (iiy) no such Equipment or Inventory in the possession of third party bailee possesses components carriers in the ordinary course of the Collateral in excess business for delivery to Borrower or to customers of Two Hundred Fifty Thousand Dollars ($250,000.00)Borrower and its Subsidiaries. None of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted Borrower has given Bank notice pursuant to Section 6.11. 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral in an amount in excess of Two Hundred Fifty Thousand Dollars (c$250,000) in the aggregate at any time, to a bailee, then Borrower will first receive the written consent of Bank, such consent not to be unreasonably withheld, and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. (d) . Borrower and each of its Subsidiaries is the sole owner of its intellectual property, except for (i) licenses granted to its customers and/or licensees in the Intellectual Property ordinary course of business, and (ii) certain patents that are jointly owned by the Borrower and other third parties who have collaborated with the Borrower on technical development projects. As of the date hereof, each respectively purports patent is valid and enforceable and no part of the intellectual property has been judged invalid or unenforceable, in whole or in part, and to ownthe best of Borrower’s knowledge, free and clear no claim has been made that any part of all Liens other than Permitted Liensthe intellectual property violates the rights of any third party. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1)Certificate, neither Borrower nor any of its Subsidiaries is not a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee (a) that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (iib) for which a default under or termination of could interfere with Collateral Agent’s or any Lenderthe Bank’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or Bank within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any such material license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (x) all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement (such consent or authorization may include a licensor’s agreement to a contingent assignment of the license to Bank if Bank determines that is necessary in its good faith judgment), whether now existing or entered into in the future, and (y) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.

Collateral. (a) Borrower and each of its Subsidiaries have has good title to, have has rights in, and has the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor any of its Subsidiaries have any has no Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or permitted by the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing terms of Section 6.6 hereof with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken taken, subject to the terms of Section 6.12, such actions as are necessary to give Collateral Agent for the ratable benefit of all Lenders a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse)) except as disclosed in the Perfection Certificate, and (ii) and, as of the Effective Date, no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Twenty-Five Thousand Dollars ($250,000.0025,000) except as set forth in Schedule 5.2(a). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates Certificate on the Effective Date or as permitted pursuant to Section 6.117.2. In the event that Borrower, after the Effective Date, intends to store or otherwise deliver any portion of the Collateral to a bailee in excess of Twenty-Five Thousand Dollars ($25,000), then Borrower will first receive the written consent of Agent and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Agent in its sole discretion. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with Certificate, as of the provisions of Section 5.1), neither Effective Date Borrower nor any of its Subsidiaries is not a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the a licensee that (ia) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (iib) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any such license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the over-the-counter software that is commercially available to the public). Borrower shall take such commercially reasonable steps as Agent requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (x) all such licenses or agreements to be deemed “Collateral” and for Agent to have a security interest in it that might otherwise be restricted or prohibited by Law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (y) Agent to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Agent’s rights and remedies under this Agreement and the other Loan Documents.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant therein to the terms of extent required under Section 6.6(b)6.6. The To Borrower’s or such Subsidiary’s knowledge, the Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with or as disclosed to Collateral Agent after the provisions of Section 5.1)Effective Date pursuant to the following sentence, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts in a manner enforceable under applicable law Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or Lender within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the over-the-counter software that is commercially available to the public). Borrower shall, and shall cause its Subsidiaries to, take such commercially reasonable steps as Collateral Agent and any Lender requests to obtain the consent of, or waiver by, any Person whose consent or waiver is necessary for (i) all licenses or agreements with respect to which Borrower or any Subsidiary is the licensee to be deemed “Collateral” and for Collateral Agent and each Lender to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (ii) Collateral Agent and each Lender shall have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Collateral Agent’s and such Lender’s rights and remedies under this Agreement and the other Loan Documents.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇g▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1)Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or Lender within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the counter over‑the‑counter software that is commercially available to the public).

Collateral. (a) The provisions of this Agreement and the other Loan Documents are effective to create in favor of Agent a valid and enforceable security interest or other Lien in all right, title, and interest of each Loan Party which is a party hereto or thereto (as applicable) in, to and upon the collateral the subject thereof, and, upon the filing of appropriate UCC financing statements in the jurisdictions listed on the Due Diligence Certificate, such security interest will be a duly perfected and first priority security interest in all the collateral with respect to which a security interest may be perfected by filing a UCC financing statement in such jurisdiction, subject to no Liens other than Permitted Liens. (b) Borrower and each of its Subsidiaries have the Loan Parties has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Domestic Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary the applicable Loan Party has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are receivable are, and/or when arising will be, bona fide, existing obligations of the Account Debtors. (bc) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse)) except as disclosed in the Perfection Certificate, and (ii) and, as of the Effective Date, no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00250,000). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (cd) All Inventory is in all material respects of good and marketable quality, free from material defects. (de) Borrower and each of its Subsidiaries the Loan Parties is the sole owner of the Intellectual Property each respectively purports to own, free except for non-exclusive licenses granted to its customers in the ordinary course of business and clear of all Liens other than Permitted Lienslicenses permitted under Section 7.1. Except as noted on the Perfection Certificates (which may be updated in accordance with as of the provisions of Section 5.1)Effective Date, neither Borrower nor any of its Subsidiaries the Loan Parties is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary Loan Party is the licensee that (i) that prohibits or otherwise restricts Borrower or its Subsidiaries such Loan Party from granting a security interest in Borrower’s or such SubsidiariesLoan Parties’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of which could materially interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or no less frequently than quarterly, within ten thirty (1030) days (whichever is later)after the end of each quarter, of Borrower or any of its Subsidiaries Loan Party entering into or becoming bound by any material, inbound license or similar material agreement with respect to which Borrower or any Subsidiary is the licensee regarding Intellectual Property (other than over the over-the-counter software that is commercially available to the public). Borrower shall, and shall cause each Loan Party to, use commercially reasonable efforts to exclude from the terms of such licenses or agreements (other than over-the-counter software that is commercially available to the public) entered into after the Effective Date any provisions therein that would restrict or prohibit such licenses or agreement, or rights thereunder, from becoming subject to a security interest in favor of Agent.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries that are co-borrowers or Guarantors have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary that is a co-borrower or Guarantor has given Collateral Agent notice in accordance with Section 6.6 and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two One Hundred Fifty Thousand Dollars ($250,000.00)100,000.00) in book value. None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable qualityquality (it being understood that the marketability of Inventory is subject to regulatory approvals), free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated or as notified in accordance with the provisions of Section 5.1)writing to Collateral Agent, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or Lender within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the over-the-counter software that is commercially available to the public).

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1)Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or Lender within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the over-the-counter software that is commercially available to the public). Borrower shall, and shall cause its Subsidiaries to, take such commercially reasonable steps as Collateral Agent and any Lender requests to obtain the consent of, or waiver by, any Person whose consent or waiver is necessary for (i) all material licenses or agreements with respect to which Borrower or any Subsidiary is the licensee to be deemed “Collateral” and for Collateral Agent and each Lender to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (ii) Collateral Agent and each Lender shall have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Collateral Agent’s and such Lender’s rights and remedies under this Agreement and the other Loan Documents.

Collateral. (a) Borrower Each Credit Party and each of its their Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, therein (to the extent required pursuant to the terms of Section 6.6(b6.6 hereof). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 Certificates (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower Each Credit Party and each of its their Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1)Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower any Credit Party or its any of their Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could reasonably be expected to interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or Lender within ten twenty (1020) days (whichever is later), of Borrower after any Credit Party or any of its their Subsidiaries entering into or becoming bound by any material license or material agreement with respect to which Borrower or any Subsidiary is the licensee (other than open source, over the counter software, prepackaged software or other software that is commercially available to the publicgeneral public without customization). Borrower shall, and shall cause its Subsidiaries to, take such commercially reasonable steps as Collateral Agent and any Lender requests to obtain the consent of, or waiver by, any Person whose consent or waiver is necessary for (i) all material licenses or material agreements with respect to which Borrower or any Subsidiary is the licensee to be deemed “Collateral” and for Collateral Agent and each Lender to have a security interest in any such material license or material agreement that might otherwise be restricted or prohibited by law or by the terms of any such material license or material agreement, whether now existing or entered into in the future, and (ii) Collateral Agent and each Lender shall have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Collateral Agent’s and such Lender’s rights and remedies under this Agreement and the other Loan Documents.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant to the terms of therein as required by Section 6.6(b)6.6. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1)Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or Lender within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the over-the-counter software that is commercially available to the public).

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, therein (to the extent required pursuant to the terms of Section 6.6(b6.6 hereof). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1)Certificate, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement (other than open source, over-the-counter software, prepackaged software and other software that is commercially available to the public) with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the counter software that is commercially available to the public).

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.0050,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. (i) Each of Borrower’s and its Subsidiaries’ Patents is valid and enforceable and no part of Borrower’s or its Subsidiaries’ Intellectual Property has been judged invalid or unenforceable, in whole or in part, and (ii) to the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property or any practice by Borrower or its Subsidiaries violates the rights of any third party except to the extent such claim could not reasonably be expected to result in a Material Adverse Change. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1)Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other material property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or Lender within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any such license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the over-the-counter software that is commercially available to the public). Borrower shall, and shall cause its Subsidiaries to, take such commercially reasonable steps as Collateral Agent and any Lender requests to obtain the consent of, or waiver by, any Person whose consent or waiver is necessary for (i) all such licenses or agreements with respect to which Borrower or any Subsidiary is the licensee to be deemed “Collateral” and for Collateral Agent and each Lender to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (ii) Collateral Agent and each Lender shall have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Collateral Agent’s and such Lender’s rights and remedies under this Agreement and the other Loan Documents.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1)Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or Lender within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the over-the-counter software that is commercially available to the public).

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, therein unless otherwise provided pursuant to the terms of Section 6.6(b)6.6. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1)Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or Lender within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the over-the-counter software that is commercially available to the public).

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith (as the same may be updated from time to time) or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and in accordance with Section 6.6, and, if held by Borrower or any domestic U.S. Subsidiary, taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated or as notified in accordance with the provisions of Section 5.1)writing to Collateral Agent, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or Lender within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the over-the-counter software that is commercially available to the public).

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant to the terms of therein or as otherwise permitted under Section 6.6(b)6.6. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral (other than Collateral in transit in the ordinary course of business) is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1)Certificates, and except for Permitted Licenses, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to notify Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or within ten (10) days (whichever is later), Lender of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the over-the-counter software that is commercially available to the public), in each case in the next Compliance Certificate due hereunder.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral with a book value in excess of Two One Hundred Fifty Thousand Dollars ($250,000.00150,000). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All As of the Effective Date, each Funding Date, and each Compliance Certificate, all Inventory held and released for commercial sale by or for the benefit of Borrower is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1)Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or Lender within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the over-the-counter software that is commercially available to the public). Borrower shall, and shall cause its Subsidiaries to, take such commercially reasonable steps as Collateral Agent and any Lender requests to obtain the consent of, or waiver by, any Person whose consent or waiver is necessary for (i) all licenses or agreements with respect to which Borrower or any Subsidiary is the licensee to be deemed “Collateral” and for Collateral Agent and each Lender to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (ii) Collateral Agent and each Lender shall have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Collateral Agent’s and such Lender’s rights and remedies under this Agreement and the other Loan Documents.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects, except for Inventory for which adequate reserves (such reserves not to exceed five percent (5.00%) of the book value of all such Inventory) have been established and maintained. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1)Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or Lender within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the over-the-counter software that is commercially available to the public).

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) Certificate, none of the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no where the book value of such third party Collateral in the possession of any bailee possesses components of the Collateral is in excess of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Eligible Domestic Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1)Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or Lender within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the over-the-counter software that is commercially available to the public). Borrower shall, and shall cause its Subsidiaries to, take such commercially reasonable steps as Collateral Agent and any Lender requests to obtain the consent of, or waiver by, any Person whose consent or waiver is necessary for (i) all licenses or agreements with respect to which Borrower or any Subsidiary is the licensee to be deemed “Collateral” and for Collateral Agent and each Lender to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (ii) Collateral Agent and each Lender shall have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Collateral Agent’s and such Lender’s rights and remedies under this Agreement and the other Loan Documents.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.116.10. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole (or, as noted on the Perfection Certificate as of the Effective Date, joint) owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1)Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or Lender within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the over-the-counter software that is commercially available to the public).

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated or otherwise notified to Collateral Agent in accordance with writing after the provisions of Section 5.1)Effective Date, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or Lender within ten (10) days (whichever is later), Business Days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the over-the-counter software that is commercially available to the public).

Collateral. (a) Borrower The security interest granted herein is and each of its Subsidiaries have shall at all times continue to be a first priority perfected security interest in the Collateral (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . (b) Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith or otherwise informed the Collateral Agent in writing with respect of and which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent Bank a perfected security interest therein, pursuant to the terms of Section 6.6(b5.9(c). The Accounts are bona fide, existing obligations of the Account Debtors. (bc) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the The Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)Perfection Certificate or as permitted pursuant to Section 6.2. None of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.116.2. (cd) All Inventory is in all material respects of good and marketable quality, free from material defects. (de) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (a) non-exclusive licenses granted to its customers, free contract manufacturers, resellers and/or distributors in the ordinary course of business, and clear exclusive licenses that do not result in a legal transfer of all Liens other than Permitted Liens. Except as noted on title to the Perfection Certificates (which licensed property but may be updated exclusive in accordance with the provisions certain respects, including as to specific fields of Section 5.1)use, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the over-the-counter software that is commercially available to the public, and (c) Intellectual Property licensed to Borrower. Each patent which it owns or purports to own and which is material to Borrower’s business is, to its knowledge, valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. Borrower has no knowledge of any infringement or violation by it of the intellectual property rights of any third party and has no knowledge of any violation or infringement by a third party of any of its Intellectual Property. The Collateral and the Intellectual Property constitute substantially all of the assets and property of Borrower, and Borrower owns all Intellectual Property associated with the business of Borrower and Subsidiaries, free and clear of any liens other than Permitted Liens. (f) Except as noted on the Perfection Certificate or for which notice has been given to Bank pursuant to and in accordance with Section 5.11(b), Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.116.11 (other than movable items of personal property including laptop computers and telephonic devices used and moved in the ordinary course of business, having an aggregate book value not exceeding One Hundred Thousand Dollars ($100,000.00)). (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1)Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or Lender within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the over-the-counter software that is commercially available to the public).

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant therein to the terms of extent required under Section 6.6(b)6.6. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1)Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under thereunder or termination of thereof could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or Lender within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the over-the-counter software that is commercially available to the public).

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses bailees do not possess components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)) in the aggregate for all locations. None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1)Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could reasonably be expected to interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or Lender within ten twenty (1020) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the over-the-counter software that is commercially available to the public).

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed (as the same may be updated from time to time, provided that any such updates shall be in form and substance acceptable to Collateral Agent in writing its sole discretion and each Lender in its sole discretion) with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or (as permitted under Section 6.11 the same may be updated from time to time, provided that any such updates shall be in form and substance acceptable to Collateral Agent in its sole discretion and each Lender in its sole discretion); (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1)Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, ; or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or Lender within ten twenty (1020) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the counter over‑the‑counter software that is commercially available to the public).

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two Seven Hundred Fifty Thousand Dollars ($250,000.00750,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1)Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or Lender within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the over-the-counter software that is commercially available to the public).

Collateral. (a) Each Borrower and each of its Subsidiaries have has good title to, have has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment has deposit accounts other than the Collateral Accounts or deposit accounts with Bank, the other investment deposit accounts, if any, described in the such Borrower’s Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith herewith, or otherwise informed the Collateral Agent in writing with respect of which such Borrower or such Subsidiary has given Collateral Agent Bank notice and taken such actions as are necessary to give Collateral Agent Bank a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date. Except as otherwise permitted by this Section 5.2, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components warehouse but excluding customers of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00Borrowers). None Except as hereafter disclosed to the Bank in writing by Borrowers, none of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on (except that Collateral may be maintained at customer locations in the Effective Date or as permitted pursuant to Section 6.11. ordinary course of business). A Borrower may maintain Inventory and Equipment with third parties provided that the value of such Inventory and Equipment does not exceed $250,000 in aggregate at any time (c) All not including Inventory is and Equipment at customer locations in all material respects the ordinary course of good and marketable quality, free from material defects. (d) business). Each Borrower and each of its Subsidiaries is the sole owner of its intellectual property, except for non-exclusive licenses granted to its customers in the Intellectual Property each respectively purports ordinary course of business. Each patent is valid and enforceable, and no part of the intellectual property has been judged invalid or unenforceable, in whole or in part, and to ownthe best of Borrowers’ knowledge, free and clear no claim has been made that any part of all Liens other than Permitted Liens. Except as noted the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1), neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the counter software that is commercially available to the public)business.

Collateral. (a) Borrower and each of its Subsidiaries have other Loan Party has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have other Loan Party has any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent timely notice pursuant to Section 6.6(a) and to the extent required under this Agreement, taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral, subject only to Permitted Liens that are permitted by the terms of this Agreement or Requirement of Law to have priority to Collateral Agent’s Lien. (c) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse)bailee, and (ii) no such third party bailee possesses components of the Collateral in excess of Two Five Hundred Fifty Thousand Dollars ($250,000.00500,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (cd) All Inventory and Equipment of Borrower and its Subsidiaries is in all material respects of good and marketable quality, free from material defects, ordinary wear and tear excepted. (de) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated or disclosed in accordance with the provisions next Compliance Certificate delivered after entry of Section 5.1)such Material Agreement, neither Borrower nor any of its Subsidiaries is a party to, nor or is bound by, any material license or other material agreement with respect Material Agreement, provided, that the representation made in this sentence on the Effective Date shall be limited to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) Material Agreements for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into receives revenue or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the counter software that is commercially available to the public)payments.

Collateral. (a) Borrower The due and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item punctual payment of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under Obligations, including payment of the Loan Documentsprincipal of, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accountspremium on, if any, described and interest on, the Securities when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium on, if any, and interest on the Securities, according to the terms hereunder or thereunder, and all other obligations of the Issuer and the Guarantors to the Holders or the Trustee under the Note Documents are secured as provided in the Perfection Certificates Note Collateral Documents which the Issuer and the Guarantors have entered into simultaneously with the execution of this Indenture and will be secured as provided by the Note Collateral Documents hereafter delivered as required by this Indenture, which define the terms of the Liens that secure the Obligations, subject to the terms of the Intercreditor Agreements. The Trustee and the Issuer hereby acknowledge and agree that the Note Collateral Agent has a security interest in connection herewith or otherwise informed the Collateral Agent for the benefit of the Holders, the Trustee and itself, in writing each case pursuant and subject to the terms of the Note Collateral Documents. The Issuer and the Guarantors shall make all filings (including filings of continuation statements and amendments to Uniform Commercial Code financing statements that may be necessary to continue the effectiveness of such Uniform Commercial Code financing statements and filings with respect the United States Patent and Trademark Office and the United States Copyright Office of which Borrower or such Subsidiary has given Collateral Agent notice notices of grant of security interest in Intellectual Property) and taken such actions take all other actions, in each case as are necessary required by the Note Collateral Documents, to give create, maintain, perfect, record, continue, enforce or protect (at the sole cost and expense of the Issuer and the Guarantors) the security interests created by the Note Collateral Agent Documents in the Collateral (subject to the terms of the Intercreditor Agreements and the Note Collateral Documents) as a perfected security interest therein, pursuant and within the time frames set forth therein subject to permitted Liens and the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of priority required by the Account DebtorsIntercreditor Agreement and the other Note Collateral Documents. (b) On the Effective DateEach Holder, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 by its acceptance of a Security, (i) consents and agrees to the terms of each Note Collateral Document (including, without limitation, the provisions providing for possession, use, release and foreclosure of Collateral), the First Lien/First Lien Intercreditor Agreement, the Multi-Lien Intercreditor Agreement, any Permitted Junior Intercreditor Agreement and any other Intercreditor Agreement as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture and agrees that it will not contest or support any other person in contesting, in any proceeding (including any insolvency or liquidation proceeding), the perfection, priority, validity or enforceability of a Lien held by or on behalf of any other holder of First Lien Obligations in all or any part of the Collateral, (ii) authorizes the Note Collateral Agent to act on its behalf as “collateral agent” under this Indenture and the Note Collateral Documents, (iii) authorizes the Issuer to appoint the Note Collateral Agent to act on behalf of the Secured Parties as the Note Collateral Agent under this Indenture and the Note Collateral Documents, (iv) authorizes and directs the Note Collateral Agent to enter into the Note Collateral Documents to which it is or becomes a party, the First Lien/First Lien Intercreditor Agreement, the Multi-Lien Intercreditor Agreement, any Permitted Junior Intercreditor Agreement and any other Intercreditor Agreement and to perform its obligations and exercise its rights and powers thereunder in accordance therewith, (v) authorizes and empowers the Note Collateral Agent to bind the Holders and other holders of First Lien Obligations and Junior Lien Obligations as set forth in the Note Collateral Documents to which the Note Collateral Agent is a party and (vi) authorizes the Trustee to authorize the Note Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Note Collateral Agent by the terms of the Note Collateral Documents and the Intercreditor Agreements, including for purposes of acquiring, holding, enforcing and foreclosing on any and all Liens on Collateral granted by any grantor thereunder to secure any of the First Lien Obligations, together with such powers and discretion as are reasonably incidental thereto. Notwithstanding the foregoing, no such consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of any provision of this Indenture or the Securities. The foregoing will not limit the right of the Issuer or any Subsidiary to amend, waive or otherwise modify the Note Collateral Documents in accordance with their terms. (c) Neither the Issuer nor any Guarantor will take or omit to take any action which would materially adversely affect or impair the validity or enforceability of the Liens in favor of the Note Collateral Agent on behalf of the Secured Parties with respect to the Collateral; provided, however, that the foregoing shall not be deemed to prohibit any action or inaction that is otherwise permitted by this Indenture or required by law. (d) Subject to Article 6, neither the Trustee nor the Collateral is not in Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the possession existence, genuineness, value or protection of any third party bailee Collateral, for the legality, validity, enforceability, effectiveness or sufficiency of the Note Collateral Documents, for the creation, perfection, priority, sufficiency or protection of any Lien securing First Lien Obligations, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens securing First Lien Obligations or the Collateral Documents or any delay in doing so. (such as e) The Holders agree that the Note Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Note Collateral Agent by this Indenture, the Intercreditor Agreements and the Collateral Documents. Furthermore, each Holder, by accepting a warehouse)Security, consents to the terms of and authorizes and directs the Trustee (in each of its capacities) and the Note Collateral Agent to enter into and perform each of the First Lien/First Lien Intercreditor Agreement, the Multi-Lien Intercreditor Agreement, any Permitted Junior Intercreditor Agreement and any other Intercreditor Agreement and the Note Collateral Documents in each of its capacities thereunder. (f) If the Issuer (i) Incurs Other First Lien Debt Obligations at any time when no intercreditor agreement is in effect or at any time when First Lien Obligations (other than the Securities) entitled to the benefit of the First Lien/First Lien Intercreditor Agreement are concurrently retired, and (ii) no such third party bailee possesses components delivers to the Note Collateral Agent an Officers’ Certificate so stating and requesting the Note Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as the First Lien/First Lien Intercreditor Agreement) in favor of a designated agent or representative for the holders of the Other First Lien Debt so Incurred, the Note Collateral in excess of Two Hundred Fifty Thousand Dollars Agent shall ($250,000.00). None of and is hereby authorized and directed to) enter into such intercreditor agreement, bind the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates holders on the Effective Date or as permitted pursuant to Section 6.11terms set forth therein and perform and observe its obligations thereunder. (cg) All Inventory If the Issuer (i) Incurs Junior Lien Obligations at any time when no applicable intercreditor agreement is in all material respects effect or at any time when Indebtedness constituting Junior Lien Obligations entitled to the benefit of good a Permitted Junior Intercreditor Agreement is concurrently retired, and marketable quality(ii) delivers to the Note Collateral Agent and/or the Trustee, free from material defectsas applicable, an Officers’ Certificate so stating and requesting the Note Collateral Agent and/or the Trustee, as applicable, to enter into a Permitted Junior Lien Intercreditor Agreement in favor of a designated agent or representative for the holders of the Indebtedness constituting Junior Lien Obligations so Incurred, the Note Collateral Agent and/or the Trustee, as applicable, shall (and each is hereby authorized and directed to) enter into such intercreditor agreement bind the holders on the terms set forth therein and perform and observe its obligations thereunder. (dh) Borrower and each of its Subsidiaries At all times when the Trustee is not itself the sole owner of Note Collateral Agent, the Intellectual Property each respectively purports Issuer will, upon request, deliver to own, free and clear the Trustee copies of all Liens other than Permitted Liens. Except as noted on Note Collateral Documents delivered to the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1), neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Note Collateral Agent and each Lender, in connection with copies of all documents delivered to the next Compliance Certificate delivered Collateral Agent pursuant to Section 6.2(b) or within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is this Indenture and the licensee (other than over the counter software that is commercially available to the public)Note Collateral Documents.

Collateral. (a) Borrower and each of its Subsidiaries have has good title to, have has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens. Except to the extent permitted in Section 6.6(a), and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment has no deposit accounts other than the Collateral Accounts or deposit accounts with Bank, the other investment deposit accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith herewith, or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent Bank notice and taken such actions as are necessary to give Collateral Agent Bank a perfected security interest therein, pursuant to the terms of therein except as set forth in Section 6.6(b). The Eligible Accounts included in the Borrowing Base Certificate are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse)) except (a) as otherwise provided in the Perfection Certificate, (b) at Permitted Locations (as defined below) or (c) disclosed to Bank in writing and (ii) no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)accordance with this Section 5.2. None of the components of the Collateral shall be maintained at locations other than than: (i) as disclosed provided in the Perfection Certificates on Certificate; (ii) locations where Collateral may be temporarily located for sales, testing or demonstration purposes; (iii) vendor locations where molds and tooling may be kept in the Effective Date or ordinary course of business; (iv) customer locations where spare parts may be kept in the ordinary course of business; (v) locations of contract manufacturers where parts, components, Inventory and Equipment may be located in the ordinary course of business; (vi) spare parts depots where Collateral with a fair market value of less than $100,000 may be located at any one location (provided however, the aggregate fair market value of Collateral at all such locations shall not exceed $1,000,000); (vii) other locations where Collateral with a fair market value of less than $25,000 may be located at any one location (provided however, the aggregate fair market value of Collateral at all such locations shall not exceed $500,000); and (viii) locations as permitted to which Borrower has given Bank notice pursuant to Section 6.11. 7.2 (c) All Inventory the “Permitted Locations”). In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee (other than at a locations where Collateral with a fair market value of less than $500,000 is located), then Borrower will first notify Bank and use its reasonable efforts to cause such bailee to execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. For any Eligible Account in any Borrowing Base Certificate, all statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing such Eligible Accounts are and shall be true and correct in all material respects and all such invoices, instruments and other documents, and all of good Borrower’s Books are genuine and marketable qualityin all respects what they purport to be. Whether or not an Event of Default has occurred and is continuing, free from Bank may notify any Account Debtor owing Borrower money of Bank’s security interest in such funds and verify the amount of such Eligible Account. All sales and other transactions underlying or giving rise to each Eligible Account shall comply in all material defects. (d) respects with all applicable laws and governmental rules and regulations. Borrower has no knowledge of any actual or imminent Insolvency Proceeding of any Account Debtor whose accounts are an Eligible Account in any Borrowing Base Certificate. To the best of Borrower’s knowledge, all signatures and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports endorsements on all documents, instruments, and agreements relating to ownall Eligible Accounts are genuine, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated such documents, instruments and agreements are legally enforceable in accordance with the provisions of Section 5.1), neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the counter software that is commercially available to the public)their terms.

Collateral. (a) Borrower and each of its Subsidiaries have Each Obligor has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Note Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have no Obligor has any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts, the Excluded Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower Issuer or such Subsidiary Obligor has given Collateral Agent notice and and, other than with respect to the Excluded Accounts, taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two Five Hundred Fifty Thousand Dollars ($250,000.00500,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries Each Obligor is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1)Certificates, neither Borrower nor any of its Subsidiaries no Obligor is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary Obligor is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries any Obligor from granting a security interest in Borrowersuch Obligor’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any LenderPurchaser’s right to sell any Collateral. Borrower Issuer shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or Purchaser within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries Obligor entering into or becoming bound by any material license or material agreement with respect to which Borrower or any Subsidiary an Obligor is the licensee (other than over the over-the-counter software that is commercially available to the public).

Collateral. (a1) Except as otherwise provided or referenced in this Agreement, each Borrower has good, marketable and each of its Subsidiaries have good indefeasible title to, have rights into the Collateral, and the power to transfer each item Collateral is free from all encumbrances and rights of the Collateral upon which it purports to setoff of any kind (other than Permitted Liens). (2) Except as otherwise provided or referenced in this Agreement, no Borrower will hereafter, without ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents’s prior written consent, free and clear sell, pledge, encumber, assign or otherwise dispose of any of the Collateral other than in the ordinary course of business and all Liens consistent with past practice or permit any lien or security interest to exist thereon except to Lender (other than Permitted Liens, and neither Borrower nor ). (3) Upon the filing of any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described UCC-1 financing statements in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent appropriate filing office, Lender will have a perfected security interest therein, pursuant (subject only to Permitted Liens and subject in priority only to the terms of Section 6.6(b). The Accounts are bona fideCarve-Out and Prepetition Permitted Liens) in the Collateral (including, existing obligations of without limitation, after-acquired Collateral at the Account Debtorstime any Borrower acquires rights therein) to the extent that a security interest in the Collateral can be perfected by such filing. (b4) On Except as otherwise provided or referenced in this Agreement, each Borrower will defend the Collateral against all claims and demands of all persons at any time claiming the same or any interest therein. (5) Set forth in Schedule 4.17(5) hereto is a complete and accurate list, as of the Effective Date, of each Deposit Account, Securities Account and except as disclosed on Commodities Account of each Borrower, together with the Perfection Certificate or as permitted under Section 6.11 name and address of each institution at which each such account is maintained, the account number for each such account and a description of the purpose of each such account. (i6) the Collateral is not The Pledged Issuers set forth in the possession of any third party bailee (such Schedule 4.17(6) identified as a warehouse), and (ii) no Subsidiary of a Borrower are each such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates Borrower’s only Subsidiaries existing on the Effective Date Date. The Pledged Shares have been duly authorized and validly issued and the Pledged Shares of any issuer that is a corporation are fully paid and nonassessable and the holders thereof are not entitled to any preemptive, first refusal or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Lienssimilar rights. Except as noted on in Schedule 4.17(6) hereto, the Perfection Certificates (which may be updated in accordance with Pledged Shares constitute 100% of the provisions issued shares of Section 5.1), neither Borrower nor any Equity Interests of its Subsidiaries is a party to, nor is bound by, any material license or the Pledged Issuers as of the date hereof. All other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in shares of Equity Interests of each Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other propertySubsidiaries constituting Pledged Interests will be duly authorized and validly issued, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent fully paid and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee nonassessable (other than over the counter software that is commercially available to the publicEquity Interests in limited liability companies and partnerships which are validly issued and fully paid).

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00), and (iii) such third party bailees do not collectively possess components of the Collateral in excess of Five Hundred Thousand Dollars ($500,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates Certificate on the Effective Date or as permitted pursuant to Section 6.11. Furthermore, notwithstanding anything herein to the contrary, (i) each third party bailee who is in possession of components of the Collateral having an aggregate value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) has executed a bailee waiver in favor of the Collateral Agent and such bailee waiver has been delivered to the Collateral Agent by Borrower, and (ii) the components of the Collateral that are in possession of third party bailees for which Borrower has not delivered bailee waivers executed in favor of the Collateral Agent to the Collateral Agent, do not have an aggregate value in excess of Five Hundred Thousand Dollars ($500,000.00). (c) All Inventory is in all material respects of good and marketable quality, free from material defects, other than obsolete and expired Inventory in the ordinary course. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1)Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or Lender within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the over-the-counter software that is commercially available to the public). Borrower shall, and shall cause its Subsidiaries to take such commercially reasonable steps as Collateral Agent and any Lender reasonably request to obtain the consent of, or waiver by, any Person whose consent or waiver is necessary for all licenses or agreements with respect to which Borrower or any Subsidiary is the licensee to be deemed “Collateral” and for Collateral Agent and each Lender to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and Collateral Agent and each Lender shall have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Collateral Agent’s and such Lender’s rights and remedies under this Agreement and the other Loan Documents.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant therein to the terms of extent required by Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral located in the United States, subject only to Permitted Liens that are permitted by the terms of this Agreement to have priority to Collateral Agent’s Lien. (c) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral (other than mobile equipment in the possession of Borrower’s employees in the ordinary course of business) is not in the possession of any third party bailee (such as a warehouse)bailee, and (ii) no such third party bailee possesses components of the Collateral in excess of Two Five Hundred Fifty Thousand Dollars ($250,000.00500,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (cd) All Inventory and Equipment is in all material respects of good and marketable quality, free from material defects. (de) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1)Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that Material Agreement. (if) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or within ten (10) days (whichever is later), None of Borrower or any of its Subsidiaries entering into has used any software or becoming bound other materials that are subject to an open-source or similar license (including the General Public License, Lesser General Public License, Mozilla Public License, or Affero License) (collectively, “Open Source Licenses”) in a manner that would cause any software or other materials owned by any license or agreement with respect to which Borrower or used in any Subsidiary is Borrower products to have to be (i) distributed to third parties at no charge or a minimal charge, (ii) licensed to third parties for the licensee purpose of creating modifications or derivative works, or (other than over the counter software that is commercially available iii) subject to the public).terms of such Open Source License,

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1)Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or Lender within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the counter over‑the‑counter software that is commercially available to the public).

Collateral. (a) Borrower and each of its Subsidiaries have has good title to, have has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries does not have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse)) except as disclosed in the Perfection Certificate, and (ii) and, as of the Effective Date, no such third party bailee possesses components of the Collateral in excess of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates Certificate on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear except for non-exclusive licenses granted to its customers in the ordinary course of all Liens other than Permitted Liensbusiness. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1)Certificate, neither Borrower nor any of its Subsidiaries is not a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or Lender within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any such license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the over-the-counter software that is commercially available to the public). Borrower shall take such commercially reasonable steps as Collateral Agent and any Lender requests to obtain the consent of, or waiver by, any Person whose consent or waiver is necessary for (i) all licenses or agreements to be deemed “Collateral” and for Collateral Agent and each Lender to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (ii) Collateral Agent and each Lender shall have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Collateral Agent’s and such Lender’s rights and remedies under this Agreement and the other Loan Documents.

Collateral. (a) Borrower and each of its Subsidiaries have good title toWhen the Guarantor acquires any rights therein, have rights in, and the power to transfer each item Guarantor will be the sole beneficial owner of the Collateral and no Lien will exist upon which it purports the Collateral at any tune (and no right or option to ▇▇▇▇▇ ▇ ▇▇▇▇ under acquire the Loan Documents, free and clear same will exist in favor of any other Person), except for Liens permitted under Section 8.06 of the Credit Agreement and except for the pledge and security interest in favor of the Administrative Agent for the benefit of the Lenders created or provided for herein, which pledge and security interest constitute a first priority perfected pledge and security interest in and to all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts the Collateral (other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith Intellectual Property registered or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations located outside of the Account DebtorsUnited States of America). (b) On Annexes 1, 2 and 3 hereto, respectively, set forth a complete and correct list of all Copyrights, Patents and Trademarks owned by the Effective DateGuarantor on the date hereof; except pursuant to licenses and other user agreements entered into by the Guarantor in the ordinary course of business, that are listed in Annex 4 hereto, the Guarantor owns and possesses the right to use, and has done nothing to authorize or enable any other Person to use, any Copyright, Patent or Trademark listed in said Annexes 1, 2 and 3, and all registrations listed in said Annexes 1, 2 and 3 are valid and in full force and effect; except as disclosed may be set forth in said Annex 4, the Guarantor owns and possesses the right to use all Copyrights, Patents and Trademarks. (c) Annex 4 hereto sets forth a complete and correct list of all licenses and other user agreements included in the Intellectual Property on the Perfection Certificate or as permitted under Section 6.11 date hereof. (d) To the Guarantor's knowledge, (i) the Collateral except as set forth in Annex 4 hereto, there is not in the possession no violation by others of any third party bailee (such as a warehouse)right of the Guarantor with respect to any Copyright, Patent or Trademark listed in Annexes 1, 2 and 3 hereto, respectively, and (ii) the Guarantor is not infringing in any respect upon any Copyright, Patent or Trademark of any other Person; and no proceedings have been instituted or are pending against the Guarantor or, to the Guarantor's knowledge, threatened, and no claim against the Guarantor has been received by the Guarantor, alleging any such third party bailee possesses components of the Collateral violation, except as may be set forth in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11said Annex 4. (ce) All Inventory is The Guarantor does not own any Trademarks registered in all material respects the United States of good and marketable quality, free from material defectsAmerica to which the last sentence of the definition of Trademark Collateral applies. (df) Borrower Any goods now or hereafter produced by the Guarantor included in the Collateral have been and each of its Subsidiaries is will be produced in compliance with the sole owner requirements of the Intellectual Property each respectively purports to ownFair Labor Standards Act, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1), neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the counter software that is commercially available to the public)amended.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 Certificates (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.0050,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with or as notified to Collateral Agent pursuant to the provisions last sentence of this Section 5.15.2(d), neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or Lender within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the over-the-counter software that is commercially available to the public).

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and and, to the extent required under Section 6.6 hereof, taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, except for Permitted Locations and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects, or for which Borrower maintains adequate reserves in accordance with GAAP and consistent with Borrower’s past practices. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1), neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the counter software that is commercially available to the public).

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts deposit, operating or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two Five Hundred Fifty Thousand Dollars ($250,000.00500,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1)Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or Lender within ten (10) [ * ] days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the counter over‑the‑counter software that is commercially available to the public).

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇g▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant to in the terms Collateral Accounts of Section 6.6(b)Borrower. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two Five Hundred Fifty Thousand Dollars ($250,000.00500,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. (i) Each of Borrower’s and its Subsidiaries’ Patents is valid and enforceable and no part of Borrower’s or its Subsidiaries’ Intellectual Property has been judged invalid or unenforceable, in whole or in part, and (ii) to the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property or any practice by Borrower or its Subsidiaries violates the rights of any third party except to the extent such claim could not reasonably be expected to have a Material Adverse Change. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1)Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or Lender within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the over-the-counter software that is commercially available to the public).

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed (as the same may be updated from time to time, provided that any such updates shall be in form and substance acceptable to Collateral Agent in writing its sole discretion) with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or (as permitted under Section 6.11 the same may be updated from time to time, provided that any such updates shall be in form and substance acceptable to Collateral Agent in its sole discretion) (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and or (ii) no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00); provided that, this representation and warranty shall not apply to active pharmaceutical ingredient, other raw materials, or concomitant medications intended for use in the Borrower’s preclinical or clinical trials. None of the components of the Collateral (other than active pharmaceutical ingredient, other raw materials, or concomitant medications intended for use in the Borrower’s preclinical or clinical trials) valued in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate shall be maintained at locations a location other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with or as notified to Collateral Agent pursuant to the provisions last sentence of this Section 5.15.2(d), neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, except for customary anti-assignment provisions, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or Lender within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the counter over‑the‑counter software that is commercially available to the public).

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, therein if required pursuant to the terms of Section 6.6(b)this Agreement. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse)) except as disclosed in the Perfection Certificate or as permitted by Section 7.2, and (ii) and, as of the Effective Date, no such third party bailee possesses components of the Collateral in excess of Two One Hundred Fifty Thousand Dollars ($250,000.00150,000). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Except (i) as disclosed in the Perfection Certificate or as otherwise disclosed to the Collateral Agent in writing pursuant to the terms of this Agreement and (ii) for Permitted Licenses, Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with or as otherwise disclosed to Collateral Agent pursuant to the provisions terms of Section 5.1)this Agreement, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or Lender within ten thirty (1030) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the over-the-counter software that is commercially available to the public). Borrower shall, and shall cause its Subsidiaries to, take such commercially reasonable steps as Collateral Agent and any Lender reasonably requests to obtain the consent of, or waiver by, any Person whose consent or waiver is necessary for (i) all such licenses or agreements with respect to which Borrower or any Subsidiary is the licensee to be deemed “Collateral” and for Collateral Agent and each Lender to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (ii) Collateral Agent and each Lender shall have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Collateral Agent’s and such Lender’s rights and remedies under this Agreement and the other Loan Documents. (e) The Eligible Accounts are bona fide existing obligations of the Account Debtors. The property or services giving rise to such Eligible Accounts has been delivered or rendered to the Account Debtor or its agent for immediate shipment to and unconditional acceptance by the Account Debtor. Borrower has not received notice of actual or imminent Insolvency Proceeding of any Account Debtor whose accounts are included in any Borrowing Base Certificate as an Eligible Account.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant to the terms of extent required under Section 6.6(b)6.6. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 Certificates (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1)Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or Lender within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the over-the-counter software that is commercially available to the public).

Collateral. (a) Borrower and each Each of its Subsidiaries have the Loan Parties has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the any Loan DocumentsDocument, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor . No Loan Party has any of its Subsidiaries have Collateral Accounts at or with any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts other than financial institution except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered Schedule 5.2 or Collateral Accounts established from time to Collateral Agent time in connection herewith or otherwise informed the Collateral Agent accordance with Section 6.6 and, in writing each case, with respect of to which Borrower or such Subsidiary Loan Party has given Collateral Agent the Lender notice and taken such actions as are necessary to give Collateral Agent the Lender a perfected security interest therein, therein pursuant to the terms of and to the extent required by Section 6.6(b)6.6. The Accounts of each Loan Party are bona fide, existing obligations of the Account Debtors. (b) On . All Inventory of each Loan Party is in all material respects of good and marketable quality, free from material defects. As of the Effective Date, and except as disclosed on Schedule 5.2 sets forth all locations where each Loan Party maintains books or records relating to any of the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral. The Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components except as otherwise provided in Schedule 5.2 or as permitted pursuant to Section 7.2 of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)this Agreement. None of the components of the Collateral shall be are currently being maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Schedule 5.2 or as permitted pursuant to Section 6.11. 7.2 of this Agreement. All of the Pledged Equity described on Schedule 5.2 has been duly authorized and validly issued and is fully paid and non-assessable. The Pledged Equity constitutes all of the issued and outstanding Equity Interests in Spaceflight, and there are no outstanding warrants, options or other rights to purchase, or other agreements outstanding with respect to, or property that is now or hereafter convertible into, or that requires the issuance or sale of, any Pledged Equity. Upon (a) the filing of UCC financing statements naming any Loan Party as “debtor”, naming the Lender as “secured party” and describing the Collateral in the filing offices listed on Schedule 5.2 or any other locations from time to time notified to the Lender pursuant to Section 7.2, (b) the filing of the IP Security Agreement with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, (c) All Inventory is in the execution and delivery of all material respects of good Collateral Documents required hereunder, and marketable quality, free from material defects. (d) Borrower and each in the case of its Subsidiaries is the sole owner Collateral consisting of certificated securities or evidenced by Instruments, in addition to filing such financing statements, delivery of the Intellectual Property certificates representing such certificated securities and delivery of such Instruments to the Lender, in each respectively purports case duly endorsed or accompanied by duly executed instruments of assignment or transfer in blank, the security interests in the Collateral (other than the Excluded Accounts), granted to ownthe Lender, free will constitute perfected security interests therein prior to (in the case of Borrower Collateral and clear Spaceflight Collateral) all other Liens (other than (i) in the case of all Borrower Collateral, Permitted Liens described in clauses (b) and (l) of the definition thereof and (ii) in the case of Spaceflight Collateral, Permitted Liens described in clauses (a), (b), (c), (d), (e), (f), (h), (i) (l) and (p) of the definition thereof, provided that, in each case, the Loan Parties shall cause any such Permitted Liens (other than Permitted Liens. Except as noted on the Perfection Certificates Liens described in clauses (which may be updated in accordance with the provisions of Section 5.1a), neither Borrower nor any of its Subsidiaries is a party to(c), nor is bound by(d), any material license or other material agreement (e), (f),(i) (solely with respect to which Borrower or clauses (a) and (c)) of the definition thereof) and (p)) to be released as soon as practicable (and shall use commercially reasonable efforts to have such Subsidiary is Permitted Liens released within 60 days) after such applicable Collateral becomes subject to such Permitted Liens) securing the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination payment of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the counter software that is commercially available to the public)Obligations.

Collateral. (a) Borrower and each ① It is agreed that any collateral provided or to be provided by the Issuer or by a third party to secure the Issuer’s existing or prospective obligation to the Purchaser shall be provided as the joint collateral for all obligations that the Issuer is obligated to pay to the Purchaser under this Agreement. ② In the event of its Subsidiaries have good title to, have rights in, and the power to transfer each item any deterioration of the Collateral upon which it purports Issuer’s credit status, or significant decrease of the collateral value due to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant causes attributable to the terms of Section 6.6(b). The Accounts are bona fideIssuer, existing obligations or any other situation reasonably deemed necessitating the claim preservation measures, the Issuer shall forthwith provide additional collateral and/or any other collateral or a guarantor that the Purchaser approves, at the request of the Account Debtors. (b) On Purchaser. ③ In principle, the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). None of the components of the Collateral collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects disposed of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1)voluntary auction procedures under the Civil Execution Act; however, neither Borrower nor in any of its Subsidiaries the following cases, the creditor may apply the collateral directly to the repayment of obligations or sell the collateral and apply the proceeds from the sale, which remains after deduction of relevant expenses, to the repayment of obligations in accordance with Article 13 of the General Terms and Conditions. In such case, the creditor shall pay to the Debtor, etc. the appraised value or sales proceeds of the collateral after deducting the amount of the creditor’s claims therefrom. The “Debtor, etc.” herein means the debtor, the person who establishes security or a third party who acquires the collateral: 1. If the value of the collateral is low and implementation of an auction at a high cost is unreasonable; 2. If there are circumstances under which it is difficult to obtain a fair price at an auction; 3. If a fair market value is present and thus a fair price can be calculated without implementing an action; or 4. Where there is a ground otherwise commensurate with No.1 through No.3 ④ If the voluntary auction procedures are not implemented, the creditor shall notify the Debtor, etc. and any interested party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the counter software that is commercially available known to the public).creditor of the following, and may dispose of the collateral only if the interested party fails to propose a method by which the collateral may be disposed of at an expected sale price calculated by the creditor or more with one (1) month from the date when the notice is given, except that the collateral may be destructed or damaged or the value of the collateral may be sharply reduced:

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant therein (other than with respect to the terms of Section 6.6(b)Excluded Deposit Accounts. The Accounts are bona fide, existing obligations of the Account Debtors. (b) The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral, subject only to Permitted Liens. (c) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse)bailee, and (ii) no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (cd) All Inventory and Equipment is in all material respects of good and marketable quality, free from material defects. (de) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1)Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the counter software that is commercially available to the public)Material Agreement.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate and except with respect to Collateral at clinical sites, with contract manufacturers, wholesalers and resellers which hold non-commercial drug inventory, clinical and commercial drug product, or as permitted under Section 6.11 drug raw material and drug work-in process inventory (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)[*]. None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date Date, at clinical sites, with contract manufacturers, wholesalers and resellers which hold non-commercial drug inventory, clinical and commercial drug product, or drug raw material and drug work-in process inventory, or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1)Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or Lender within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the counter over‑the‑counter software that is commercially available to the public).

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed (as the same may be updated from time to time, provided that any such updates shall be in form and substance acceptable to Collateral Agent in writing its sole discretion) with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or (as permitted under Section 6.11 the same may be updated from time to time, provided that any such updates shall be in form and substance acceptable to Collateral Agent in its sole discretion) (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and or (ii) no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). None of the components of the Collateral valued in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate shall be maintained at locations a location other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with or as notified to Collateral Agent pursuant to the provisions last sentence of this Section 5.15.2(d), neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, except for customary anti-assignment provisions, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or Lender within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the counter software that is commercially available to the public)licensee.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of One Hundred Fifty Thousand Dollars ($150,000.00), and (iii) such third party bailees do not collectively possess components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. Furthermore, notwithstanding anything herein to the contrary, (i) each third party bailee who is in possession of components of the Collateral having an aggregate value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) has executed a bailee waiver in favor of the Collateral Agent and such bailee waiver has been delivered to the Collateral Agent by Borrower, and (ii) the components of the Collateral that are in possession of third party bailees for which Borrower has not delivered bailee waivers executed in favor of the Collateral Agent to the Collateral Agent, do not have an aggregate value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). (c) All Inventory is in all material respects of good and marketable quality, free from material defects, other than obsolete and expired Inventory in the ordinary course. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1)Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or Lender within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the over-the-counter software that is commercially available to the public). Borrower shall, and shall cause its Subsidiaries to, take such commercially reasonable steps as Collateral Agent and any Lender requests to obtain the consent of, or waiver by, any Person whose consent or waiver is necessary for (i) all licenses or agreements with respect to which Borrower or any Subsidiary is the licensee to be deemed “Collateral” and for Collateral Agent and each Lender to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (ii) Collateral Agent and each Lender shall have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Collateral Agent’s and such Lender’s rights and remedies under this Agreement and the other Loan Documents.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed (as the Collateral Agent same may be updated from time to time in writing accordance with Section 6.6) with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). None of the components of the Collateral valued in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects, other than drug product prior to release by quality assurance or following the expiration date. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates or otherwise notified to Collateral Agent pursuant to the terms of this Agreement (which may be updated to the extent Borrower is permitted to take such action resulting in accordance with the applicable update by one or more specific provisions of Section 5.1this Agreement), neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other material property, or (ii) for which a default under or termination of could reasonably be expected to interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or Lender within ten fifteen (1015) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the counter (x) over-the‑counter software or cell lines that is are commercially available to the publicpublic and (y) licenses which are subject to the immediately preceding sentence).

Collateral. (a) Borrower and each of its Subsidiaries have Guarantor has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have Guarantor has any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other 21 investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary Guarantor has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest thereintherein as required under this Agreement. To the Knowledge of the Responsible Officers, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral, subject only to involuntary Permitted Liens that, under applicable law, have priority over Collateral Agent’s Lien. (c) On the Fifth Amendment Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse)bailee, and (ii) no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11250,000) individually and One Million Dollars ($1,000,000) for all such locations. (cd) All Inventory and Equipment is in all material respects of good and marketable quality, free from material defects. (de) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates Certificate (which which, upon the consummation of a transaction not prohibited by this Agreement, may be updated in accordance with the provisions of Section 5.1to reflect such transaction), neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the counter software that is commercially available to the public)Material Agreement.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. 30933351_1Schedules (or similar attachments) referred to and listed herein shall have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule (or similar attachment) will be furnished to the Commission upon request. (c) All Inventory is in all material respects of good and marketable quality, free from material defects, except for Inventory for which adequate reserves (such reserves not to exceed five percent (5.00%) of the book value of all such Inventory) have been established and maintained. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1)Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or Lender within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which with Borrower or any Subsidiary is the licensee (other than over the over-the-counter software that is commercially available to the public). Borrower shall, and shall cause its Subsidiaries to, take such commercially reasonable steps as Collateral Agent and any Lender requests to obtain the consent of, or waiver by, any Person whose consent or waiver is necessary for (i) all licenses or agreements with respect to which Borrower or any Subsidiary is the licensee to be deemed “Collateral” and for Collateral Agent and each Lender to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (ii) Collateral Agent and each Lender shall have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Collateral Agent’s and such Lender’s rights and remedies under this Agreement and the other Loan Documents.

Collateral. The First Lien Exit Facility will be secured by a perfected first-priority (subject to the pari passu liens securing obligations owed to the Credit Parties’ hedge counterparties and other permitted liens to be mutually agreed) security interest in and lien on substantially all of the Credit Parties’ tangible and intangible assets (collectively, the “Collateral”), with materiality thresholds and exceptions consistent with those in the Pledge and Security Agreement (as defined in the Term Credit Agreement (as defined in the RSA)), including, without limitation, (i) 100% of the stock, membership or partnership interests of the Borrower (so long as Holdings wholly-owns the equity of the Borrower), each Guarantor (other than Holdings) and each subsidiary of the foregoing, (ii) all of the Credit Parties’ deposit, securities and commodities accounts, in each case, subject to certain exceptions consistent with those in the Pledge and Security Agreement and subject to control agreements, and (iii) oil and gas properties of the Credit Parties comprising not less than each of (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item 90% of the Collateral upon which it purports PV10 of the proved reserves attributable to ▇▇▇▇▇ ▇ ▇▇▇▇ under such properties of the Loan DocumentsCredit Parties and (b) 90% of the net acres of such properties of the Credit Parties with no associated proved reserves; in each case, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described subject to mutually agreed exceptions for “excluded property” consistent with those in the Perfection Certificates delivered to Collateral Agent existing Security Documents (as defined in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant to the terms of Section 6.6(bTerm Credit Agreement). The Accounts are bona fideSecond Lien Exit Facility will be secured by a perfected second-priority security interest in and lien on the Collateral. All such security interests in personal property and all liens on oil and gas properties and other real property will be created in accordance with the Exit Facility Documentation. Conditions to Closing Usual and customary for facilities of this type, existing obligations including, without limitation, the following: A. The negotiation, execution and delivery of the Account Debtors. (b) On Exit Facility Documentation substantially consistent with the Effective Date, terms set forth in this Exit Facility Term Sheet and except as disclosed on otherwise satisfactory to the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not Exit Lenders in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components their sole discretion. B. The satisfaction of the Collateral Exit Lenders in excess their sole discretion with: • the Plan; and • the terms, entry and effectiveness of Two Hundred Fifty Thousand Dollars ($250,000.00)a confirmation order with respect to the Plan. None of C. The Reorganization shall have been consummated in accordance with the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is Plan in all material respects of good and marketable quality(all conditions set forth therein having been satisfied or waived (with any such waiver having been approved by the Exit Lenders in their sole discretion)), free from material defects. substantial consummation (d) Borrower and each of its Subsidiaries is the sole owner as defined in Section 1101 of the Intellectual Property each respectively purports to own, free and clear Bankruptcy Code) of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated Plan in accordance with the provisions of Section 5.1), neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any terms in all material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower respects shall provide written notice to Collateral Agent and each Lender, in connection have occurred substantially contemporaneously with the next Compliance Certificate delivered pursuant to Section 6.2(b) or within ten (10) days (whichever is later)closing of the Exit Facility and such closing shall have occurred not later than February 15, of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the counter software that is commercially available to the public)2019.

Collateral. (a) Borrower and each of its Subsidiaries (as applicable) have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Debentures and other Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither no Borrower nor any of its Subsidiaries have has any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest thereintherein and, pursuant to as provided in the terms of Section 6.6(bDebentures, fixed and floating charges thereof (except for Excluded Deposit Accounts). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral (other than (1) inventory in transit, (2) mobile goods and equipment, and (3) locations with Collateral having an aggregate Book Value not in excess of Two Hundred Fifty Thousand ▇▇▇▇▇▇▇ ($250,000.00)) is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses . None of the components of the Collateral (other than (1) inventory in transit, (2) mobile goods and equipment, and (3) locations with Collateral having an aggregate Book Value not in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). None of the components of the Collateral ) shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as locations permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1)Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or Lender within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the (i) over-the-counter software that is commercially available to the publicpublic and, (ii) non-exclusive licenses from service providers of Borrower providing corporate sponsorship and/or promotional items, auditing and accounting services, human resources support services, non-proprietary information technology software, and market research entered into in the ordinary course of business, the principal purposes of which do not include the acquisition of licensing rights, but which contain such non-exclusive licenses merely ancillary to, and for the limited purposes of facilitating, the principal purposes of the agreement, in each case so long as Borrower has complied with all other applicable terms of the Loan Documents applicable thereto and (iii) licenses or agreements pursuant to which Borrower is required to make payments in any fiscal year in an amount not to exceed Two Hundred Fifty Thousand Dollars ($250,000)).

Collateral. In connection with this Agreement, ▇▇▇▇▇▇▇▇ has delivered to the Collateral Agent a completed certificate signed by a Responsible Officer of Borrower (the “Perfection Certificate”). Each Credit Party, jointly and severally, represents and warrants to the Collateral Agent and each Lender that: (a) Borrower (i) its exact legal name is that indicated on the Perfection Certificate and on the signature page thereof; (ii) it is an organization or company of the type and is organized or incorporated in the jurisdiction set forth in the Perfection Certificate; (iii) the Perfection Certificate accurately sets forth its organizational identification or registration number or accurately states that it has none; (iv) the Perfection Certificate accurately sets forth its place of business or registered office, or, if more than one, its chief executive office or registered office as well as its mailing address (if different than its chief executive office or registered office); (v) except as set forth in the Perfection Certificate, it (and each of its predecessors) has not, in the five (5) years prior to the applicable Closing Date, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (vi) all other information set forth on the Perfection Certificate pertaining to it and each of its Subsidiaries have is accurate and complete in all material respects. (b) (i) it has good and valid title to, has the rights it purports to have rights in, and subject to Permitted Subsidiary Distribution Restrictions, Permitted Negative Pledges and the occurrence of the applicable Closing Date, the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentsany Collateral Document, free and clear of any and all Liens except Permitted LiensLiens and except for such irregularities or defects in title as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts (ii) it has no deposit accounts maintained at a bank or other investment accounts depository or financial institution which are not Excluded Accounts other than the Collateral Accounts or the other investment accounts, if any, deposit accounts described in the Perfection Certificates Certificate delivered to the Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11herewith. (c) All Inventory a true, correct and complete list of each pending, registered, issued or in-licensed Patent (including any Patents that are or are intended to be listed in the FDA’s so-called “Orange Book” as covering Product), Copyright and Trademark that relates to any aspect of the research, development, manufacture, production, use, commercialization, marketing, importing, storage, transport, packaging, labelling, promotion, advertising, offer for sale, distribution or sale of Product in the Territory, and regulatory exclusivities that are listed in the FDA’s so-called “Orange Book” as covering Product, and that, individually or when taken together with any other such Patents, Copyrights, Trademarks, or regulatory exclusivities, is material to the business of Borrower and its Subsidiaries, taken as a whole, and that is owned or co-owned by, or exclusively or nonexclusively in-licensed to, any Credit Party or any of its Subsidiaries (collectively, the “Current Company IP”), including its name/title, current owner or co-owners (including ownership interest), registration, patent or application number, and registration or application date, in all material respects each jurisdiction where issued or filed in the Territory, is set forth on Schedule 4.6(c) of good and marketable quality, free from material defects.the Disclosure Letter. Except as set forth on Schedule 4.6(c) of the Disclosure Letter: (di) Borrower and (A) each item of Current Company IP owned or co-owned by a Credit Party or any of its Subsidiaries is valid, subsisting and, to the sole Knowledge of such Credit Party, enforceable (or will be enforceable upon issuance) and no item of Current Company IP owned or co-owned by a Credit Party or any of its Subsidiaries has in any respect lapsed or expired, been cancelled, held unpatentable, held unenforceable or held invalidated in a final non-appealable court decision, or become abandoned (other than through the lapse, expiration or abandonment of such Current Company IP in the exercise of normal prosecution practices and reasonable business judgment), and, to the Knowledge of such Credit Party, no circumstance or grounds exist that would invalidate or reduce, in whole or in part, the validity, enforceability, subsistence or scope of any such Current Company IP, or reduce the ownership or use of such Current Company IP, by any Credit Party or any of its Subsidiaries, and (B) no written notice has been received challenging the validity, patentability, enforceability, inventorship or ownership (other than from patent and trademark offices through the normal prosecution practices), or relating to any lapse, expiration, invalidation, cancellation, abandonment or unenforceability, of any item of Current Company IP owned or co-owned by a Credit Party or any of its Subsidiaries (other than through the lapse, expiration or abandonment of such Current Company IP in the exercise of normal prosecution practices and reasonable business judgment); (ii) to the Knowledge of such Credit Party, (A) each item of Current Company IP that is exclusively or nonexclusively in-licensed from another Person is valid, subsisting and enforceable, and no item of Current Company IP that is exclusively or nonexclusively in-licensed by a Credit Party or any of its Subsidiaries has in any respect lapsed or expired, or has been cancelled, held unpatentable, held unenforceable or held invalidated in a final non-appealable court decision, or has become abandoned (other than through the lapse, expiration or abandonment of such Current Company IP in the exercise of normal prosecution practices and reasonable business judgment of licensor), and (B) no written notice has been received challenging the validity, patentability, enforceability, inventorship or ownership, or relating to any lapse, expiration, invalidation, cancellation, abandonment or unenforceability, of any item of Current Company IP that is exclusively or nonexclusively in-licensed by a Credit Party or any of its Subsidiaries (other than from patent and trademark offices through the licensor’s normal prosecution practices); (iii) each Credit Party or any of its Subsidiaries possesses valid title to the Current Company IP for which it is listed as the owner or co-owner, as applicable, on Schedule 4.6(c) of the Intellectual Property each respectively purports to own, free and clear of all Disclosure Letter. There are no Liens on any Current Company IP other than Permitted Liens. Except as noted set forth on Schedule 4.6(c) of the Disclosure Letter, (x) each Person who has or has had any rights in or to owned Current Company IP or any trade secrets owned by any Credit Party or any of its Subsidiaries, including each inventor named on the Perfection Certificates Patents within such owned Current Company IP filed by any Credit Party or any of its Subsidiaries has executed an agreement assigning his, her or its entire right, title and interest in and to such owned Current Company IP and such trade secrets, and the inventions, improvements, ideas, discoveries, writings, works of authorship, information and other intellectual property embodied, described or claimed therein, to the stated owner ▇▇▇▇▇▇▇, and (y) to the Knowledge of such Credit Party, no such Person has any contractual or other obligation that would preclude or conflict with such assignment or the exploitation of Product in the Territory or entitle such Person to ongoing payments; and (iv) to the Knowledge of such Credit Party, there are no issued patents or published patent applications with pending claims as of the applicable Closing Date which may if issued and valid, could reasonably be updated expected to materially adversely affect the exploitation of Product in the Territory. (d) There are no maintenance, annuity or renewal fees that are currently overdue beyond their allotted grace period for any of the Current Company IP which is owned by or exclusively or nonexclusively licensed to any Credit Party or any of its Subsidiaries, nor have any applications or registrations therefor lapsed or become abandoned, been cancelled or expired (other than through the lapse, expiration or abandonment of such Current Company IP in the exercise of normal prosecution practices and reasonable business judgment of the Credit Parties, their respective Subsidiaries or the licensor). (e) There are no unpaid fees, royalties or indemnification payments under any Company IP Agreement that have become due, or are reasonably expected to become due or overdue. Each Company IP Agreement is in full force and effect and, to the Knowledge of such Credit Party, is legal, valid, binding and enforceable in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, examinership, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability. No Credit Party or any of its Subsidiaries is in material breach of or material default under any Company IP Agreement to which it is a party or may otherwise be bound, and to the provisions Knowledge of Section 5.1such Credit Party, except as noted on Schedule 4.6(e), neither Borrower no circumstances or grounds exist that could give rise to a claim of material breach or right of rescission, termination, non-renewal, revision, or amendment of any of the Company IP Agreements, including the execution, delivery and performance of this Agreement and the other Loan Documents. (f) No payments by any Credit Party or any of its Subsidiaries are due to any other Person in respect of the Current Company IP, other than pursuant to the Company IP Agreements, the Royalty Revenue Contract, and those fees payable to patent offices in connection with the prosecution and maintenance of the Current Company IP and associated attorney fees. (g) Except as noted on Schedule 4.6(g) of the Disclosure Letter, as of the Effective Date and on each applicable Closing Date, no Credit Party nor any of its Subsidiaries is a party to, nor is it bound by, any material license Excluded License. (h) No Credit Party or other material agreement with respect any of its Subsidiaries has undertaken or omitted to which Borrower undertake any acts, and, to the Knowledge of such Credit Party, no circumstance or such Subsidiary is grounds exist that would invalidate or reduce, in whole or in part, the licensee that enforceability or scope of any Credit Party’s or any of its Subsidiary’s: (i) prohibits right or otherwise restricts Borrower entitlement to the Current Company IP in any manner that could reasonably be expected to materially adversely affect any aspect of the research, development, manufacture, production, use, commercialization, marketing, importing, storage, transport, packaging, labelling, promotion, advertising, offer for sale, distribution or its Subsidiaries from granting a security interest sale of Product in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, the Territory; or (ii) for which a default under in the case of Current Company IP owned or termination of could interfere with Collateral Agent’s co-owned by or exclusively or non-exclusively licensed to any Credit Party or any Lender’s right of its Subsidiaries, other than with respect to sell Permitted Licenses and except as set forth on Schedule 4.6(h) of the Disclosure Letter, entitlement to own or license and exploit the Current Company IP in any Collateral. Borrower shall provide written notice manner. (i) Except as set forth on Schedule 4.6(i) of the Disclosure Letter, to Collateral Agent and each Lenderthe Knowledge of such Credit Party, there is no product or other technology of any third party that infringes a Patent within the Current Company IP. (j) Except as set forth on Schedule 4.6(j) of the Disclosure Letter, in connection each case where an issued Patent within the Current Company IP is owned or co-owned by any Credit Party or its Subsidiaries by assignment, the assignment has been duly recorded with the next Compliance Certificate delivered pursuant U.S. Patent and Trademark Office and, if applicable, the assignment has been duly recorded or will be recorded promptly with all similar offices and agencies anywhere in the world in which foreign counterparts are registered, filed or issued. (k) There are no pending or, to Section 6.2(bthe Knowledge of such Credit Party, threatened (in writing) or within ten (10) days (whichever is later), of claims against Borrower or any of its Subsidiaries entering into alleging (i) that any research, development, manufacture, production, use, commercialization, marketing, importing, storage, transport, packaging, labelling, promotion, advertising, offer for sale, distribution or becoming bound by sale of Product in the Territory infringes or violates (or in the past infringed or violated), or form a reasonable basis for a claim of infringement or violation of, any license of the rights of any third parties in or agreement with respect to which Borrower any Intellectual Property (“Third Party IP”) or constitutes a misappropriation (or in the past constituted a misappropriation) of any Subsidiary Third Party IP, or (ii) that any Current Company IP is the licensee invalid, unpatentable or unenforceable (other than over from patent and trademark offices through the counter software that is commercially available normal prosecution practices). (l) To the Knowledge of such Credit Party, the manufacture, production, use, commercialization, marketing, importing, storage, transport, offer for sale, distribution or sale of Product in the Territory has not in the past and does not (i) infringed or infringe or violated or violate, or formed or form a reasonable basis for a claim of infringement or violation of, any of the rights of any third parties in or to any Third Party IP or (ii) constituted or constitute a misappropriation of any Third Party IP. (m) Except as set forth on Schedule 4.6(m) of the Disclosure Letter, there are no settlements, covenants not to sue, consents, judgments, orders or similar obligations which: (i) restrict the rights of any Credit Party or any of its Subsidiaries to use any Intellectual Property related to any aspect of the research, development, manufacture, production, use, commercialization, marketing, importing, storage, transport, packaging, labelling, promotion, advertising, offer for sale, distribution or sale of Product in the Territory (in order to accommodate any Third Party IP or otherwise), or (ii) permit any third parties to use any Company IP existing as of the Effective Date and on the applicable Closing Date. (n) Except as set forth on Schedule 4.6(n) of the Disclosure Letter, to the public)Knowledge of such Credit Party, (i) there is no, nor has there been any, infringement or violation by any Person of any of the Company IP existing as of the Effective Date and on the applicable Closing Date or any of the rights therein, and (ii) there is no, nor has there been any, misappropriation by any Person of any of the Company IP existing as of the Effective Date and on the applicable Closing Date or any of the subject matter thereof. (o) Each Credit Party and each of its Subsidiaries has taken all commercially reasonable measures customary in the life sciences industry, to protect the confidentiality and value of all trade secrets owned by such Credit Party or any of its Subsidiaries or used or held for use by such Credit Party or any of its Subsidiaries, in each case related to any aspect of the research, development, manufacture, production, use, commercialization, marketing, importing, storage, transport, offer for sale, distribution or sale of Product in the Territory. Any disclosure by a Credit Party or any of its Subsidiaries of any such trade secrets to any third party has been pursuant to the terms of a written agreement including appropriate confidentiality, access, use and non-disclosure provisions with such third party, and to the Knowledge of Borrower, no Credit Party or any of its Subsidiaries has suffered any material data breach or other incident that has resulted in any loss, unauthorized access, use, disclosure or modification of any such trade secrets. (p) Except as set forth on Schedule 4.6(p) of the Disclosure Letter, to the Knowledge of such Credit Party, Product made, used or sold under the Patents within the Current Company IP has been marked with the proper patent notice. (q) Except as set forth on Schedule 4.6(q) of the Disclosure Letter, to the Knowledge of such Credit Party, at the time of any shipment of Product, the units thereof so shipped complied in all material respects with their relevant specifications and were developed and manufactured in accordance with applicable current Good Manufacturing Practices, Good Clinical Practices, Good Laboratory Practices and other applicable Requirements of Law. (r) With respect to the Current Company IP consisting of Patents, except as set forth on Schedule 4.6(r) of the Disclosure Letter: (i) to the Knowledge of such Cr

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of to which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1)Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or Lender within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the over-the-counter software that is commercially available to the public).

Collateral. (a) Borrower and each of its Subsidiaries have has good title to, have has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment has no deposit accounts other than the Collateral Accounts or deposit accounts with Bank, the other investment deposit accounts, if any, described in the Perfection Certificates delivered to Collateral Agent Bank in connection herewith herewith, or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent Bank notice and taken such actions as are necessary to give Collateral Agent Bank a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificates or as set forth in written notice provided to Bank, as specified in Section 7.2(b) hereof, after the date of this Agreement. Except for (a) testing Equipment and Inventory with an aggregate value not exceeding $2,500,000 maintained in the ordinary course of Borrower’s business at third party test houses and (b) Equipment and Inventory with an aggregate value of $250,000 which by its very nature is intended to be used, and in the ordinary course of business is used, at locations other than Borrower’s place of business (such as laptop computers, marketing and trade show materials, cell phones, demonstration materials, materials made available to potential customers for proof-of concept trials, and co-location equipment), and (ii) no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). None none of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. (d) . Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1), neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the over-the-counter software that is commercially available to the public), and (c) material Intellectual Property licensed to Borrower and noted on Borrower’s Perfection Certificate, except as set forth in written notice provided to Bank, as specified in Section 6.8(b) hereof, after the date of this Agreement. Each Patent which Borrower owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to have cause a Material Adverse Change. Except as noted on the Perfection Certificate or to the extent Borrower has given Bank written notice, as specified in Section 6.8(b) hereof, Borrower is not a party to, nor is Borrower bound by, any Restricted License.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and Leasehold Pledgor are the power to transfer each item sole beneficial owners of the Collateral and no Lien exists or will exist (except the Permitted Encumbrances) upon which it purports the Collateral at any time (and no right or option to ▇▇▇▇▇ ▇ ▇▇▇▇ under acquire the Loan Documents, free and clear same exists in favor of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant to the terms of Section 6.6(bPerson). The Accounts are bona fideCollateral is not and will not be subject to any contractual restriction upon the transfer thereof (except for any such restriction contained in the Pledge Agreement or limited liability company agreement or partnership agreement, existing obligations as applicable, of the Account Debtorsissuer thereof). (b) On The chief place of business of Borrower and Leasehold Pledgor and the Effective Date, office where Borrower and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) Leasehold Pledgor keeps its records concerning the Collateral is not will be located at all times at the address specified as Borrower’s and Leasehold Pledgor’s, as applicable, address in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.1110.6. (c) All Inventory is in all material respects The Pledged Securities have been validly issued and are not subject to any options to purchase or similar rights of good and marketable quality, free from material defectsany Person. (d) The Security Documents create a valid security interest in the Collateral, securing the payment of the Debt, and upon the filing in the appropriate filing offices of the financing statements to be delivered pursuant to this Agreement, such security interests will be perfected, first priority security interests, and all filings and other actions necessary to perfect such security interests will have been duly taken. Upon the exercise of its rights and remedies under the Pledge Agreement, Lender will succeed to all of the rights, titles and interest of Borrower and each Leasehold Pledgor in Mezzanine A Borrower and Mezzanine A Leasehold Pledgor, as applicable, and the general partner of its Subsidiaries is Mezzanine A Borrower and Mezzanine A Leasehold Pledgor that are limited partnerships without the sole owner consent of any other Person and will, without the Intellectual Property each respectively purports to ownconsent of any other Person, free be admitted as a limited partner of such Mezzanine A Borrower and clear a member in the general partner of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates such Mezzanine A Borrower. (which may be updated in accordance with the provisions e) No creditor of Section 5.1), neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is Leasehold Pledgor has in its possession any certificates that constitute or evidence the licensee that (i) prohibits Collateral or otherwise restricts Borrower or its Subsidiaries from granting the possession of which would be required to perfect a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any the Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the counter software that is commercially available to the public).

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇g▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1)Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or Lender within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the over-the-counter software that is commercially available to the public).

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.116.12. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1)Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or Lender within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the counter software that is commercially available to the public).

Collateral. (a) Borrower and each of its Subsidiaries have has good title totitle, have has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment has no deposit accounts other than the Collateral Accounts or deposit accounts with Bank, the other investment deposit accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith herewith, or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent Bank notice and taken such actions as are necessary to give Collateral Agent Bank a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date. All Inventory is in all material respects of good and marketable quality, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the free from material defects. The Collateral is not in the possession of any third party bailee (such as a warehouse), ) except as otherwise provided in the Perfection Certificate and (ii) no such third party bailee possesses components except with respect to mobile equipment in possession of the Collateral in excess of Two Hundred employees with an aggregate value note exceeding Fifty Thousand Dollars ($250,000.0050,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. 7.2, except for mobile equipment in possession of employees with an aggregate value not exceeding Fifty Thousand Dollars (c) All Inventory is in all material respects of good and marketable quality$50,000.00). In the event that Borrower, free from material defects. (d) Borrower and each of its Subsidiaries is after the sole owner date hereof, intends to store or otherwise deliver any portion of the Intellectual Property each respectively purports Collateral to owna bailee (except with respect to mobile equipment in possession of employees with an aggregate value not exceeding Fifty Thousand Dollars ($50,000.00), free then Borrower will first receive the written consent of Bank and clear of all Liens other than Permitted Lienssuch bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1)Certificate, neither Borrower nor any of its Subsidiaries is not a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee (a) that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ 's interest in such material license or material agreement or any other property, or (iib) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s Bank's right to sell any Collateral. Without prior consent from Bank, Borrower shall provide written notice to Collateral Agent and each Lendernot enter into, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or within ten (10) days (whichever is later)become bound by, of Borrower or any of its Subsidiaries entering into or becoming bound by any such license or agreement with respect which is reasonably likely to which have a material impact on Borrower's business or financial condition. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any Subsidiary person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the licensee (other than over terms of any such license or agreement, whether now existing or entered into in the counter software that is commercially available to the public)future.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇g▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed (as the same may be updated from time to time, provided that any such updates shall be in form and substance acceptable to Collateral Agent and each Lender, in writing its sole discretion) with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or (as permitted under Section 6.11 the same may be updated from time to time, provided that any such updates shall be in form and substance acceptable to Collateral Agent and each Lender, in its sole discretion) (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1)Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or Lender within ten twenty (1020) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the over-the-counter software that is commercially available to the public).

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇g▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries that are co-borrowers or Guarantors have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary that is a co-borrower or Guarantor has given Collateral Agent notice in accordance with Section 6.6 and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) in book value in the aggregate (or Five Hundred Thousand Dollars ($500,000.00) in book value in the aggregate for contract manufacturers identified on the Perfection Certificate). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable qualityquality (it being understood that the marketability of Inventory is subject to regulatory approvals), free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated or as notified in accordance with the provisions of Section 5.1)writing to Collateral Agent, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or Lender within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the over-the-counter software that is commercially available to the public).

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts, the Excluded Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant other than with respect to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account DebtorsExcluded Accounts. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property material to its business that each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1)Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or Lender within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the over-the-counter software that is commercially available to the public). Borrower shall, and shall cause its Subsidiaries to, take such commercially reasonable steps as Collateral Agent and any Lender requests to obtain the consent of, or waiver by, any Person whose consent or waiver is necessary for (i) all licenses or agreements with respect to which Borrower or any Subsidiary is the licensee to be deemed “Collateral” and for Collateral Agent and each Lender to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (ii) Collateral Agent and each Lender shall have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Collateral Agent’s and such Lender’s rights and remedies under this Agreement and the other Loan Documents.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed (as the same may be updated from time to time, provided that any such updates shall be in form and substance acceptable to Collateral Agent and each Lender, in writing its sole discretion) with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1)Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or Lender within ten (10) days (whichever is later), Business Days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the counter over‑the‑counter software that is commercially available to the public).

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of One Hundred Fifty Thousand Dollars ($150,000.00), and (iii) such third party bailees do not collectively possess components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). None of the components of the Collateral shall be is maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. Furthermore, notwithstanding anything herein to the contrary, (i) each third party bailee who is in possession of components of the Collateral having an aggregate value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) has executed a bailee waiver in favor of the Collateral Agent and such bailee waiver has been delivered to the Collateral Agent by Borrower, and (ii) the components of the Collateral that are in possession of third party bailees for which Borrower has not delivered bailee waivers executed in favor of the Collateral Agent to the Collateral Agent, do not have an aggregate value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1)Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or Lender within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which with Borrower or any Subsidiary is the licensee (other than over the over-the-counter software that is commercially available to the public). Borrower shall, and shall cause its Subsidiaries to, take such commercially reasonable steps as Collateral Agent and any Lender requests to obtain the consent of, or waiver by, any Person whose consent or waiver is necessary for (i) all licenses or agreements with respect to which Borrower or any Subsidiary is the licensee to be deemed “Collateral” and for Collateral Agent and each Lender to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (ii) Collateral Agent and each Lender shall have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Collateral Agent’s and such Lender’s rights and remedies under this Agreement and the other Loan Documents.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 6.11, (i) the Collateral (other than any asset held at a contract manufacturing organization or any non-approved product) is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral (other than any asset held at a contract manufacturing organization or any non-approved product) in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). None of the components of the Collateral (other than any asset held at a contract manufacturing organization or any non-approved product) shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory held and released for commercial sale by or for the benefit of Borrower or any Subsidiary is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property which has any material value and which each respectively purports to ownown (except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) exclusive licenses for the use of the Intellectual Property of Borrower that are Permitted Licenses and noted on the Perfection Certificate, as may be updated from time to time, (c) over-the-counter software that is commercially available to the public and other nonmaterial Intellectual Property licensed to Borrower, and (d) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate, as may be updated from time to time), free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates or with respect to which notice is provided pursuant to the last sentence of this paragraph (which it being understood and agreed that Borrower and each of its Subsidiaries may be from time to time update certain information in the Perfection Certificates after the Effective Date to the extent permitted by one or more specific provisions in this Agreement; such updated in accordance with Perfection Certificates subject to the provisions review and approval of Section 5.1Collateral Agent unless such facts, events or circumstances being updated first arose or occurred after the Effective Date and do not constitute a breach, default, or Event of Default under this Agreement or any other Loan Document), neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, Lender in connection with the then-next Compliance Certificate delivered pursuant to Section 6.2(b) or (or, within ten thirty (1030) days (whichever is later)following then then-next month ending, of in the event Compliance Certificates are delivered less frequently than monthly) following Borrower or any of its Subsidiaries entering into or becoming bound by any material license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the over-the-counter software that is commercially available to the publicpublic or open source licenses).

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and each Loan Party has the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts, Excluded Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant therein to the terms of Section 6.6(b)extent required under this Agreement. The Accounts are bona fide, existing obligations of the Account Debtors. (b) The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral, subject only to involuntary Permitted Liens that, under applicable law, have priority over Collateral Agent’s Lien. (c) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse)bailee, and (ii) no such third party bailee possesses components of the Collateral in excess of Two Hundred and Fifty Thousand Dollars ($250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (cd) All Inventory and Equipment is in all material respects of good and marketable quality, free from material defectsdefects that could reasonably be expected to have a Material Adverse Change. (de) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Certificate or written notice thereof has been provided to Collateral Agent pursuant to Section 5.1)6.2(a)(xvi) or otherwise, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that Material Agreement. (if) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or within ten (10) days (whichever is later), None of Borrower or any of its Subsidiaries entering into has used any software or becoming bound other materials that are subject to an open-source or similar license (including the General Public License, Lesser General Public License, Mozilla Public License, or Affero License) (collectively, “Open Source Licenses”) in a manner that would cause any software or other materials owned by any license or agreement with respect to which Borrower or used in any Subsidiary is Borrower products to have to be (i) distributed to third parties at no charge or a minimal charge, (ii) licensed to third parties for the licensee purpose of creating modifications or derivative works, or (other than over the counter software that is commercially available iii) subject to the public)terms of such Open Source License.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇g▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated or otherwise notified to Collateral Agent in accordance with writing after the provisions of Section 5.1)Effective Date, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or Lender within ten (10) days (whichever is later), Business Days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the over-the-counter software that is commercially available to the public).

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts deposit, operating or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two Five Hundred Fifty Thousand Dollars ($250,000.00500,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1)Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or Lender within ten (10) [ * ] days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the over-the-counter software that is commercially available to the public).

Collateral. (a) Borrower and each of its Subsidiaries have has good title to, have rights in, and to the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan DocumentsCollateral, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts has no deposit account other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing deposit accounts with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant to the terms of Section 6.6(b)Bank. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), except for Inventory in the United States, held by Extron, ▇▇▇▇▇ ▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the “U.S. Fulfillment Center”), and Inventory outside the United States held by a foreign fulfillment center, which Borrower shall identify by written notice to Bank within 30 days after the date it is selected by Borrower (ii) no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00“Non-U.S. Fulfillment Center”). None Within 60 days after the date hereof, Borrower shall cause the U.S. Fulfillment Center and the Non-U.S. Fulfillment Center to execute and deliver a Bailee Agreement in the form previously provided by Bank to Borrower. Except as hereafter disclosed to Bank in writing by Borrower, and other than Collateral which by its very nature is intended to be used at places other than the Borrower’s place of business (such as laptop computers, marketing materials, cell phones, and the like), none of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on Certificate. In the Effective Date event that Borrower, after the date hereof, intends to store or as permitted pursuant otherwise deliver any portion of the Collateral to Section 6.11. a bailee, then Borrower will first receive the written consent of Bank and such bailee must acknowledge in writing that the bailee is holding such Collateral for the benefit of Bank, provided that such consent and acknowledgement shall not be required with respect to (ci) Collateral having an aggregate value, for all locations in the United States, not exceeding the Threshold Amount, or (ii) Collateral having an aggregate value, for all locations outside the United States, not exceeding $500,000. All Inventory is in all material respects of good and marketable quality, free from material defects. (d) . Borrower and each of its Subsidiaries is the sole owner of its Intellectual Property, except for non-exclusive licenses granted to its customers in the ordinary course of business, and except for licenses granted to the Borrower by third parties. Each Patent is valid and enforceable and no part of the Intellectual Property each respectively purports has been judged invalid or unenforceable, in whole or in part, and to ownthe best of Borrower’s knowledge, free and clear no claim has been made that any part of all Liens other than Permitted Liensthe Intellectual Property violates the rights of any third party except to the extent such claim is not reasonably expected to cause a Material Adverse Change. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1)Certificate, neither Borrower nor any of its Subsidiaries is not a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or Bank within ten (10) thirty days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any such license or agreement with respect which is reasonably likely to which Borrower have a material impact on Borrower’s business or any Subsidiary is the licensee financial condition (other than over the over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement (such consent or authorization may include a licensor’s agreement to a contingent assignment of the license to Bank if Bank determines that is necessary in its good faith judgment), whether now existing or entered into in the future.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant therein to the terms of Section 6.6(b)extent required under this Agreement. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two Five Hundred Fifty Thousand Dollars ($250,000.00500,000.00). None of the components of the Collateral (other than (1) inventory in transit, and (2) laptops (and related electronic computer equipment) and mobile phones) shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All unexpired Inventory is in all material respects of good and marketable quality, free from material defects, and all unexpired Inventory held out for sale is in all material respects of marketable quality. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to solely own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated Certificates, in accordance connection with the Permitted License Amendment Transaction, or as otherwise disclosed pursuant to the terms of this Agreement (to the extent Borrower is permitted to take such action resulting in the applicable update by one or more specific provisions of Section 5.1this Agreement), neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or other material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall promptly (and in any event within ten (10) Business Days) provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or within ten (10) days (whichever is later), Lender of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the over-the-counter software that is commercially available to the public).

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant therein other than with respect to the terms of Section 6.6(b)Excluded Accounts. The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00). None of the components of the Collateral shall be (other than locations where Collateral is held solely for, or in transition to or from, a clinical study for research and development purposes) are maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1)Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or Lender within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the over-the-counter software that is commercially available to the public).

Collateral. (a) Borrower and each of its Subsidiaries have has good title to, have has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment has no deposit accounts other than the Collateral Accounts or deposit accounts with Bank, the other investment deposit accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith herewith, or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent Bank notice and taken such actions as are necessary to give Collateral Agent Bank a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)Perfection Certificate. None of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. 7.2. Borrower shall at all times during the term of this Agreement maintain at least two-thirds of its Inventory (cbased upon the fair market value of all Inventory) at Borrower’s ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ location and at other locations of the Borrower for which Bank has received a landlord’s waiver in form and substance reasonably satisfactory to Bank. All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries . Axcelis Technologies, Inc. is the sole owner of the Intellectual Property each respectively purports intellectual property set forth on the Perfection Certificate, except for non-exclusive licenses granted to ownits customers in the ordinary course of business. Each patent is presumed valid and enforceable and no part of the intellectual property has been judged invalid or unenforceable, free in whole or in part, and clear to the best of all Liens other than Permitted LiensBorrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1)Certificate, neither Borrower nor any of its Subsidiaries is not a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee (a) that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (iib) for which a default under or termination of could interfere with Collateral Agent’s or any Lenderthe Bank’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or Bank within ten thirty (1030) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any such license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (x) all such licenses or agreements to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (y) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.

Collateral. (a) Borrower and each of its Subsidiaries have has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith or otherwise informed the Collateral Agent in writing with respect of and which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent Bank a perfected security interest therein, pursuant to the terms of Section 6.6(b6.8(b). The Accounts are bona fide, existing obligations of the Account Debtors. . No Collateral with value in excess of Five Hundred Thousand Dollars (b$500,000.00) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)Perfection Certificate. None of the components of the Collateral shall be maintained at locations other than as disclosed provided in the Perfection Certificates on the Effective Date Certificate or as permitted pursuant to Section 6.11. 7.2 (c) provided that the Perfection Certificate shall be deemed to be updated to reflect the incorporation of any information disclosed by Borrower to Bank in writing pursuant to Section 7.2 hereof). All Product Inventory is in all material respects of good and marketable quality, free from material defects. (d) , except for ordinary course expiration of Product Inventory and/or defective or rejected Product lots, the volume and frequency of which is consistent with Borrower’s historical experience and normal industry practice. Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (a) licenses permitted herein, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1), neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ib) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the over-the-counter software and database access that is commercially available to the public), and (c) material Intellectual Property licensed to Borrower or licenses of material Intellectual Property granted by Borrower, in each case noted on the most recent Perfection Certificate delivered to Bank pursuant to the terms hereof. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the most recent Perfection Certificate delivered to Bank pursuant to the terms hereof, Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower and each of its Subsidiaries have has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documentshereunder, free and clear of any and all Liens except Permitted Liens, and neither . Borrower nor has no Collateral Accounts at or with any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts bank or other investment accounts financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates Certificate delivered to Collateral Agent Bank in connection herewith or otherwise informed the Collateral Agent in writing with respect of and which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent Bank a perfected security interest therein, to the extent required pursuant to the terms of Section 6.6(b6.8(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the . The Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of except as otherwise provided in the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00)Perfection Certificate or as permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than (each, a “Permitted Location”): (i) locations as disclosed provided in the Perfection Certificates on the Effective Date or Certificate, (ii) locations as permitted pursuant to Section 6.11. 7.2, (ciii) locations where the Collateral consists of mobile goods, including computers, mobile phones and the like in the possession of employees and consultants of Borrower in the ordinary course of business, (iv) locations where Collateral may be temporarily located for sales, testing or demonstration purposes in the ordinary course of business, and (v) other locations where not more than Fifty Thousand Dollars ($50,000.00) of Collateral may be located at any time. All Inventory is in all material respects of good and marketable quality, free from material defects. (d) , except for Inventory as to which Borrower and each of its Subsidiaries maintains adequate reserves in accordance with GAAP. Borrower is the sole owner of the Intellectual Property each respectively which it owns or purports to ownown except for (a) licenses permitted under Section 7.1, free (b) over-the-counter software, open source software and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1), neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the counter software that is commercially available to the public, (c) Data and Integration Licenses, (d) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate, and (d) other licensed intellectual property not material to the ordinary course conduct of Borrower’s business. To Borrower’s knowledge, each Patent (other than Patent applications), which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate or as disclosed to Bank pursuant to Section 6.10(b), Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1)Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or Lender within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the over-the-counter software that is commercially available to the public). Borrower shall, and shall cause its Subsidiaries to, take such commercially reasonable steps as Collateral Agent and any Lender requests to obtain the consent of, or waiver by, any Person whose consent or waiver is necessary for (i) all licenses or agreements with respect to which Borrower or any Subsidiary is the licensee to be deemed Collateral and for Collateral Agent and each Lender to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (ii) Collateral Agent and each Lender shall have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Collateral Agent’s and such Lender’s rights and remedies under this Agreement and the other Loan Documents.

Collateral. (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1)Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or Lender within ten (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the over-the-counter software that is commercially available to the public). Notwithstanding the foregoing, documents required to be delivered pursuant to this Section 5.2(d) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower provides Collateral Agent with a link to such filing with the Securities and Exchange Commission; provided that Borrower shall promptly deliver to Collateral Agent such additional information as Collateral Agent may request.

Collateral. As collateral for the Secured Obligations, as hereinafter defined, including the Loan, Borrower shall execute and deliver, or cause to be executed and delivered to Lender, the following prior to or at closing hereunder: (a) Borrower and each A mortgage/deed of its Subsidiaries have good title totrust lien on twelve (12) certain real estate assets owned by JAX Real Estate, have rights inLLC, and the power to transfer each item of the Collateral upon which it purports to ▇. ▇▇▇▇▇ ▇ ▇▇▇▇▇’▇, LLC, and ▇. ▇▇▇▇▇▇▇▇▇’▇ under Restaurants, LLC that each has a ▇. ▇▇▇▇▇▇▇▇▇’▇ Restaurant, Stoney River Restaurant, or a Redlands Grill Restaurant located thereon (“Real Estate Collateral”). Except for Permitted Encumbrances (as hereinafter defined), the Loan Documents, Real Estate Collateral will be free and clear of any other liens, claims and all Liens except Permitted Liensencumbrances. It is understood, and neither Borrower nor any however, that the Lender has an existing security interest in nine of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described said properties as set forth in the Perfection Certificates delivered to Collateral Agent in connection herewith or otherwise informed the Collateral Agent in writing with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest thereinExisting Loan Agreement, pursuant to which the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of Lender obtained a first priority lien on the Account DebtorsReal Estate Collateral to secure the Existing Notes. (b) On Except as set forth herein, in addition to the Effective DateReal Estate Collateral herein described, Lender shall receive a first priority perfected security interest in substantially all existing and except as disclosed on the Perfection Certificate or as permitted under Section 6.11 (i) the Collateral is not in the possession after-acquired tangible personal property of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is Guarantors located at the sole owner of Real Estate Collateral. As used herein “Collateral” shall mean all tangible personal property located at the Intellectual Property each respectively purports to own, Real Estate Collateral and the Real Estate Collateral. The Collateral will be free and clear of all Liens other than liens, claims and encumbrances, except Permitted LiensEncumbrances. Except as noted on the Perfection Certificates (which may be updated in accordance with the provisions of Section 5.1), neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that As used herein “Permitted Encumbrances” shall mean (i) prohibits matters shown on the title insurance commitments delivered to Lender in connection herewith, (ii) subordinate judgment liens that are the subject of an ongoing appeal, (iii) liens in favor of Lender, (iv) liens securing purchase money indebtedness or otherwise restricts Borrower capital lease obligations, and (v) liens for taxes not yet delinquent or being contested in good faith, (vi) claims of materialmen, mechanics, carriers, warehousemen, processors or landlords for labor, materials, supplies or rentals incurred in the ordinary course of business to the extent limited to the property or assets relating to such contract, and (vii) liens in favor of a landlord to secure Borrower’s or its Subsidiaries from granting a subsidiaries’ obligations to pay rent. It is understood, however, that the Lender has existing security interest in Borrower’s or such Subsidiaries’ interest said properties as set forth in such material license or material agreement or any other propertythe Existing Loan Agreement, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender, in connection with the next Compliance Certificate delivered pursuant to Section 6.2(b) or within ten which the Lender obtained a first priority lien on the Collateral to secure the Existing Notes (10) days (whichever is later), of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect subject to which Borrower or any Subsidiary is the licensee (other than over the counter software that is commercially available to the publicPermitted Encumbrances).