Common use of Collateral Clause in Contracts

Collateral. Borrower shall at all times keep the Collateral, the Intellectual Property and all other property and assets used in Borrower’s business or in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice of any legal process affecting the Collateral, the Intellectual Property, such other property and assets, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent or Lender not to encumber its property. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Property, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assets.

Collateral. (a) All outstanding Stock of the Borrower shall at all times keep the Collateral, the Intellectual Property directly owned by Holdings and all Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, as of the Conversion Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (b) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and assets used in Borrower’s business financing statements, reasonably requested by the Collateral Agent to be filed, registered or in which Borrower now or hereafter holds recorded to create the Liens intended to be created by any interest free Security Document to be executed on the Conversion Date and clear from any legal process or to perfect such Liens whatsoever (except for Permitted Liens)to the extent required by, and shall give Agent prompt written notice of any legal process affecting with the Collateral, the Intellectual Propertypriority required by, such other property and assets, or any Liens thereon, provided however, that Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and such other property and assets may none of the Collateral shall be subject to Permitted any other pledges, security interests or mortgages, except for Liens except that there shall be no Liens whatsoever on Intellectual Property. permitted hereunder. (d) Holdings and the Borrower shall not agree deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any Person other than Agent or Lender not security documents relating to encumber its property. Borrower shall not enter into or suffer real property to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Property, whether now owned or hereafter acquiredextent constituting Collateral, to secure its obligations under the Loan Documents extent that any such security interest is not so granted and/or perfected on or prior to which it is a party other than (a) this Agreement the Conversion Date, then Holdings and the other Loan Documents, (b) any agreements governing any purchase money Liens Borrower each agrees to deliver or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only cause to be effective against the assets financed thereby) delivered such documents and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiaryinstruments, and Borrower shall take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assetssole discretion.

Collateral. Borrower shall at all times keep the Collateral, the Intellectual Property Collateral and all other property and assets used in Borrower’s business or in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice of any legal process affecting all or any portion the Collateral, Collateral in excess of $500,000 in the Intellectual Propertyaggregate, such other property and assets, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual PropertyLiens. Borrower shall not agree with any Person other than Agent or Lender the Lenders not to encumber its propertyproperty other than (i) as is otherwise permitted in the definitions of “Permitted Transfers” and “Permitted Liens” and (ii) restrictions by reason of customary provisions restricting assignment, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements as the case may be). Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its property (including Intellectual Property), whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assets.

Collateral. Borrower shall at all times keep the Collateral, the Intellectual Property Collateral and all other property and assets used in Borrower’s business or in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice of any legal process affecting the Collateral, the Intellectual Property, such other property and assets, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent or Lender not to encumber its property. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Property, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assets.

Collateral. Borrower shall at all times keep the Collateral, the Intellectual Property and all other property and assets used in Borrower’s business or in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice of any legal process affecting the Collateral, the Intellectual Property, such other property and assets, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual PropertyProperty other than (i) customary restrictions on assignment, sublicense or transfer that may exist in any license agreement where Borrower or a Subsidiary is the licensee (and not the licensor) and (ii) licenses of Intellectual Property that constitute Permitted Transfers. Borrower shall not agree with any Person other than Agent or Lender not to encumber its propertyproperty other than pursuant to customary restrictions in leases, licenses and agreements in respect of Permitted Indebtedness. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Property, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual PropertyProperty other than (i) customary restrictions on assignment, sublicense or transfer that may exist in any license agreement where Borrower or a Subsidiary is the licensee (and not the licensor) and (ii) licenses of Intellectual Property that constitute Permitted Transfers), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assets.

Collateral. Borrower shall at all times keep the Collateral, the Intellectual Property Collateral and all other property and assets used in Borrower’s business or in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent each Lender prompt written notice of any legal process affecting the Collateral, the Intellectual Property, such other property and assets, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to thereon (except for Permitted Liens except that there shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent or Lender not to encumber its property. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Property, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreementsLiens). Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent each Lender prompt written notice of any legal process affecting such Subsidiary’s assets. Borrower shall not agree with any Person other than the Lenders not to encumber its property, except that Borrower may agree with any provider of an equipment lease constituting Permitted Indebtedness under clause (iii) of the definition thereof not to encumber its property, so long as such agreement is limited to the Equipment subject to such equipment lease. Notwithstanding the foregoing, the existence of legal process described in this Section shall not constitute an Event of Default provided that Borrower is contesting such legal process in good faith by appropriate proceedings, such process would not reasonably be expected to have a Material Adverse Effect, such Liens have no priority over the Liens of the Lenders, and the Borrower has established adequate reserves with respect to such process to the extent required by GAAP.

Collateral. Borrower shall at all times keep the Collateral, the Intellectual Property and all other property and assets used in Borrower’s business or in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice of any known legal process affecting the Collateral, the Intellectual Property, such other property and assets, in each case, with a value in excess of $250,000, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent or Lender the Lenders not to encumber its propertyproperty (other than holders of Permitted Liens). Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its property (including Intellectual Property), whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any known legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assetsassets with a value in excess of $250,000.

Collateral. The Borrower, with full title guarantee and as a continuing security for the payment and discharge on the due date therefor by the Borrower of all Loan Balances under these Terms and Conditions, hereby grants to the Agent (as security agent and trustee for the Lender) and the Lender, by way of security, a first priority lien over all rights, title and interest under, or in connection with, the Till/Paybill Revenues, the Designated Till/Paybill and all other E-money Till(s) held by the Borrower and all claims of whatsoever nature relating to the Till/Paybill Revenues, the Designated Till/Paybill and such E-money Till(s). The Borrower agrees that the Lender and/or the Agent (as security agent and trustee for the Lender) may at any time set off any liability of the Borrower to the Lender (whether such liability is present or future, liquidated or unliquidated, and whether or not it arises under these Terms and Conditions) against the Till/Paybill Revenues, other funds held in the Designated Till/Paybill or such other E-money Till(s) from time to time or any liability of the Lender to the Borrower, and the Borrower hereby authorizes the Lender and/or the Agent (as the case may be) to do so. Any exercise of the rights under this clause 12.2 shall not limit or affect any other rights or remedies available to the Lender under these Terms and Conditions or otherwise. The Borrower shall forthwith upon request by the Lender: execute in respect of the Till/Paybill Revenues, the Designated Till/Paybill and such other E-money Till(s) such mortgage, charge, pledge, assignment or other security interest or Encumbrance (as the Lender directs) in favor of the Lender and/or the Agent (as security agent and trustee for the Lender) and in such form as the Lender requires; and from time to time and at all times keep execute and do all such further assurances, documents (to contain such clauses for the Collateralbenefit of the Lender as the Lender shall require), acts and things and give all such notices, orders and directions as the Lender may reasonably require for facilitating the realization of the Loan Balance and for exercising all the powers, authorities and discretions hereby and/or by law conferred on the Lender or any receiver or agent of the Lender. With regards to a Mobile Asset Finance, in addition to the above, the Intellectual Property and all other property and assets used in Borrower’s business or in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice of any legal process affecting the Collateral, the Intellectual Property, such other property and assets, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject agrees to Permitted Liens except that there shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent or Lender not to encumber its property. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Property, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is have a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions debenture placed on the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, medical equipment purchased with that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assetsMobile Asset Finance.

Collateral. As security for all indebtedness to Bank now or hereafter incurred by Borrower, under this Note or otherwise, Borrower shall at all times keep the Collateralgrants Bank a lien upon and security interest in any securities, the Intellectual Property and all instruments or other personal property and assets used in Borrower’s business or in which of Borrower now or hereafter holds in Bank's possession and in any interest free deposit balances now or hereafter held by Bank for Borrower's account and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice in all proceeds of any legal process affecting the Collateral, the Intellectual Property, such other personal property or deposit balances. Such liens and assets, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there security interests shall be no Liens whatsoever on Intellectual Propertyindependent of Bank's right of setoff. Borrower This Note and the indebtedness evidenced hereby shall not agree with be additionally secured by any Person other than Agent lien or Lender not to encumber its property. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Property, security interest evidenced by a writing (whether now owned existing or hereafter acquired, executed) which contains a provision to the effect that such lien or security interest is intended to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, Note or indebtedness evidenced hereby or (b) any agreements governing category of liabilities, obligations or the indebtedness of Borrower to Bank which includes this Note or the indebtedness evidenced hereby, and all property subject to any purchase money Liens such lien or capital lease obligations otherwise permitted security interest shall be collateral for this Note. CONFESSION OF JUDGMENT - Borrower irrevocably authorizes and empowers any attorney or any clerk of any court of record to appear for and confess judgment against Borrower for such sums as are due and owing on this Note, with or without declaration, with costs of suit, without stay of execution and with an amount not to exceed the greater of fifteen percent (15%) of the principal amount of such judgment or $5,000 added for collection fees. If a copy of this Note, verified by affidavit by or on behalf of Bank, shall have been filed in such action, it shall not be necessary to file the original of this Note. The authority granted hereby (shall not be exhausted by the initial exercise thereof and may be exercised by Bank from time to time. There shall be excluded from the lien of any judgment obtained solely pursuant to this paragraph all improved real estate in any area identified under regulations promulgated under the Flood Disaster Protection Act of 1973, as having special flood hazards if the community in which case, such area is located is participating in the National Flood Insurance Program. Any such exclusion shall not affect any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s lien upon property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assetsnot so excluded.

Collateral. Borrower shall at all times keep With respect to the IP Collateral: (a) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, notify Agent forthwith in writing upon obtaining knowledge: (i) of any reason any patent, patent application, patent registration, trademark, trademark application, trademark registration, copyright, copyright application, copyright registration, industrial design application or industrial design registration forming part of the material IP Collateral or any other application, registration or proceeding relating to any of the material IP Collateral may become barred, abandoned, refused, rejected, forfeited, withdrawn, expired, lapsed, cancelled, expunged, opposed or dedicated or of any adverse determination or development (including the institution of any proceeding in any Intellectual Property Office or any court or tribunal) regarding Borrower’s ownership of or rights in any of the material IP Collateral, its right to register or otherwise protect the same, or to keep and maintain the exclusive rights in same, or the validity of same; or (ii) of any action, proceeding, or allegation that the IP Collateral infringes upon, misappropriates, violates, or otherwise interferes with the rights of any Person; (b) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, do everything commercially necessary to preserve and maintain the material IP Collateral including (unless Borrower receives the prior written consent of Agent): (i) perform all obligations pursuant to the License Agreements; (ii) commence and prosecute such suits, proceedings or other actions for infringement, passing off, unfair competition, dilution or other damage as are, in its reasonable business judgment, necessary to protect the IP Collateral; (iii) enforce its rights under any agreements (including the License Agreements) which materially enhance the value of and/or protect the material IP Collateral; and (iv) make all necessary filings and recordings in the Intellectual Property Offices and all other property and assets used elsewhere necessary to protect its interest in Borrower’s business the material IP Collateral or in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice of any legal process affecting the new material IP Collateral, the including making, maintaining and pursuing (including proceedings before Intellectual Property, such other property Property Offices) each application and assets, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree registration with any Person other than Agent or Lender not to encumber its property. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Property, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and respect thereto; (c) customary restrictions on [reserved]; (d) perform, at Borrower’s sole cost and expense, all acts and execute all documents, including grants of security interests or assignments in forms suitable for filing with the assignment Intellectual Property Offices in Canada and the United States, as may be reasonably requested by Agent at any time and from time to time to evidence, perfect, maintain, record and enforce Agent’s Liens in the IP Collateral, or otherwise in furtherance of leasesthe provisions of this Agreement; (e) unless Agent consents in writing otherwise, licenses or unless such act or failure to act could not reasonably be expected to have a Material Adverse Effect, not do any act or omit to do any act, other than in the ordinary course of its business, whereby any of the IP Collateral, may lapse, become abandoned or dedicated to the public, enter the public domain, lose its quality of confidence, become indistinct, or become unenforceable; (f) unless Agent consents in writing otherwise, or unless the failure to so act would not reasonably be expected to have a Material Adverse Effect, with respect to any Trade-▇▇▇▇ forming part of the Collateral: (i) continue the use of any such Trade-marks in order to maintain all of the Trade-marks in full force free from any claim of abandonment; (ii) maintain as in the past the character and quality of the wares and services offered in association with such Trade-marks, and use its reasonable best efforts to require its licensees to maintain as in the past the character and quality of the wares and services offered in association with such Trade-marks; and (g) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, require that all use by any Person of any such Trade-marks shall be pursuant to a license that provides it with the requisite control and other agreements. Borrower shall cause its Subsidiaries provisions to protect and defend maintain the distinctiveness of such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assetsTrade-marks.

Collateral. Borrower shall at all times keep the Collateral, the Intellectual Property and all other property and assets used in Borrower’s business or in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice of any legal process affecting the Collateral, the Intellectual Property, such other property and assets, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent or Lender not to encumber its propertyproperty other than such negative pledges that relate solely to the asset or assets subject to a Permitted Lien or that relate solely to in-bound license agreements that by their terms expressly prohibit assignment of the related license(s) by Borrower. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Property, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assets.

Collateral. Borrower shall at all times keep the Collateral, the Intellectual Property and all other property and assets used in Borrower’s business or in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice of any legal process affecting the Collateral, the Intellectual Property, such other property and assets, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent or Lender not to encumber its property. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Property, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assets. Borrower shall not agree with any Person other than Agent or Lender not to encumber its property other than with respect to (i) Excluded Property, (ii) any agreement evidencing Indebtedness secured by clause (vii) of the definition of Permitted Liens; and (iii) restrictions by reason of customary provisions restricting assignment, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements as the case may be).

Collateral. Borrower shall at all times keep the Collateral, the Intellectual Property and all other property and assets used in Borrower’s business or in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice of any legal process affecting adverse to the Collateral, the Intellectual Property, or such other property and assets, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual PropertyLiens. Borrower shall not agree with any Person other than Agent or Lender the Lenders not to encumber its propertyproperty other than pursuant to (a) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (b) customary restrictions on assets subject to Liens permitted under clause (xv) of the definition of “Permitted Liens” (in which case, any prohibition or limitation shall only be effective against the cash collateral provided thereto). Borrower shall not enter into or suffer to exist or permit to become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its property (including Intellectual Property), whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and ), (c) customary restrictions on the assignment of leases, licenses and other agreements, (d) customary restrictions on the assignment, sublicense or sublease of leases, licenses and other agreements, (e) customary restrictions in agreements relating to Corporate Collaborations permitted herein and (f) customary restrictions and conditions contained in agreements governing joint ventures or strategic alliances in the ordinary course of business. Borrower shall cause its Subsidiaries to use commercially reasonable efforts to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Propertyor as otherwise permitted by this Section 7.5), and shall give Agent prompt written notice of any legal process affecting adverse to such Subsidiary’s assetsassets in an amount greater than [***].

Collateral. Borrower shall at all times keep the Collateral, the Intellectual Property and all other property and assets used in Borrower’s business or in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice of any legal process that is reasonably likely to result in damages, expenses or liabilities in excess of $250,000, affecting the Collateral, the Intellectual Property, such other property and assets, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent or Lender the Lenders not to encumber its property. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its property (including Intellectual Property), whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assets.

Collateral. Borrower Agent and the Lenders shall at all times keep have the rights and remedies of a secured party under the U.C.C., in addition to the rights and remedies of a secured party provided elsewhere within this Agreement, in any other Related Writing executed by Borrower or otherwise provided in law or equity. Upon the occurrence and during the continuance of an Event of Default and at all times thereafter, Agent may require (and shall require, at the direction of the Required Lenders) Borrower to assemble the Collateral, which Borrower agrees to do, and make it available to Agent and the Lenders at a reasonably convenient place to be designated by Agent. Agent may, with or without notice to or demand upon Borrower and with or without the aid of legal process, make use of such force as may be necessary to enter any premises where the Collateral, or any thereof, may be found and to take possession thereof (including anything found in or on the Collateral that is not specifically described in this Agreement, each of which findings shall be considered to be an accession to and a part of the Collateral) and for that purpose may pursue the Collateral wherever the same may be found, without liability for trespass or damage caused thereby to Borrower. After any delivery or taking of possession of the Collateral, or any thereof, pursuant to this Agreement, then, with or without resort to Borrower personally or any other Person or property, all of which Borrower hereby waives, and upon such terms and in such manner as Agent may deem advisable, Agent, in its discretion, may (and shall, at the direction of the Required Lenders) sell, assign, transfer and deliver any of the Collateral at any time, or from time to time. No prior notice need be given to Borrower or to any other Person in the case of any sale of Collateral that Agent determines to be perishable or to be declining speedily in value or that is customarily sold in any recognized market, but in any other case Agent shall give Borrower not fewer than ten days prior notice of either the time and place of any public sale of the Collateral or of the time after which any private sale or other intended disposition thereof is to be made. Borrower waives advertisement of any such sale and (except to the extent specifically required by the preceding sentence) waives notice of any kind in respect of any such sale. At any such public sale, Agent or the Lenders may purchase the Collateral, or any part thereof, free from any right of redemption, all of which rights Borrower hereby waives and releases. After deducting all Related Expenses, and after paying all claims, if any, secured by Liens having precedence over this Agreement, Agent may (and shall, at the direction of the Required Lenders) apply the net proceeds of each such sale to or toward the payment of the Secured Obligations, whether or not then due, in such order and by such division as Agent, in its sole discretion, may deem advisable. Any excess, to the extent permitted by law, shall be paid to Borrower, and Borrower shall remain liable for any deficiency. In addition, Agent and the Required Lenders shall at all times have the right to obtain new appraisals of Borrower or the Collateral, the Intellectual Property and all other property and assets used in Borrower’s business or in reasonable cost of which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice of any legal process affecting the Collateral, the Intellectual Property, such other property and assets, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent or Lender not to encumber its property. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Property, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assetspaid by Borrower.

Collateral. Borrower shall at all times keep the Collateral, the Intellectual Property and all other property and assets used in Borrower’s business or in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice of any legal process that is reasonably likely to result in damages, expenses or liabilities in excess of $1,000,000 affecting the Collateral, the Intellectual Property, such other property and or assets, or any Liens thereon, provided provided, however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent or Lender Lenders not to encumber its propertyproperty other than in connection with Permitted Liens. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its property (including Intellectual Property), whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause each of its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause each of its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided provided, however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assetsthat is reasonably likely to result in damages, expenses or liabilities in excess of $500,000.

Collateral. Borrower Each Loan Party shall at all times keep the Collateral, the Intellectual Property and all other property and assets used in Borrower’s the Loan Parties’ business or in which Borrower the Loan Parties now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice of any legal process that is reasonably likely to result in damages, expenses or liabilities in excess of $500,000 affecting the Collateral, the Intellectual Property, such other property and assets, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual PropertyProperty (other than Permitted Liens under clauses (iii), (iv), (v), (vii), (x), or (xv) of the definition thereof). Borrower No Loan Party shall not agree with any Person other than Agent or Lender the Lenders not to encumber its propertyproperty other than under (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower No Loan Party shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property (including Intellectual Property), whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower Each Loan Party shall cause its Subsidiaries the Controlled Entities to protect and defend such SubsidiaryControlled Entity’s title to its material assets from and against all Persons claiming any interest adverse to such SubsidiaryControlled Entity, and Borrower each Loan Party shall cause its Subsidiaries the Controlled Entities at all times to keep such SubsidiaryControlled Entity’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual PropertyProperty (other than Permitted Liens under clauses (iii), (iv), (v), (vii), (x) or (xv) of the definition thereof)), and shall give Agent prompt written notice of any legal process affecting such SubsidiaryControlled Entity’s assetsassets that is reasonably likely to result in damages, expenses or liabilities in excess of $500,000.

Collateral. Borrower Upon the occurrence of an Event of Default and at all times thereafter, Collateral Agent may require Obligors to assemble the Collateral, each of the Obligors agrees to do, and make it available to Collateral Agent and the holders of the Notes at a reasonably convenient place to be designated by Collateral Agent. Collateral Agent may, with or without notice to or demand upon such Obligor and with or without the aid of legal process, make use of such force as may be necessary to enter any premises where the Collateral, or any thereof, may be found and to take possession thereof (including anything found in or on the Collateral that is not specifically described in this Agreement, each of which findings shall be considered to be an accession to and a part of the Collateral) and for that purpose may pursue the Collateral wherever the same may be found, without liability for trespass or damage caused thereby to such Obligor. After any delivery or taking of possession of the Collateral, or any thereof, pursuant to this Agreement, then, with or without resort to any Obligor personally or any other Person or property, all of which each Obligor hereby waives, and upon such terms and in such manner as Collateral Agent may deem advisable, Collateral Agent, in its discretion, may sell, assign, transfer and deliver any of the Collateral at any time, or from time to time. No prior notice need be given to any Obligor or to any other Person in the case of any sale of Collateral that Collateral Agent determines to be perishable or to be declining speedily in value or that is customarily sold in any recognized market, but in any other case Collateral Agent shall give the Obligors not fewer than ten days prior notice of either the time and place of any public sale of the Collateral or of the time after which any private sale or other intended disposition thereof is to be made. Each Obligor waives advertisement of any such sale and (except to the extent specifically required by the preceding sentence) waives notice of any kind in respect of any such sale. At any such public sale, Collateral Agent or the holders of the Notes may purchase the Collateral, or any part thereof, free from any right of redemption, all of which rights each Obligor hereby waives and releases. Subject to the terms of the Intercreditor Agreement, after deducting all Related Expenses and after paying all claims, if any, secured by Liens having precedence over this Agreement, Collateral Agent may apply the net proceeds of each such sale to or toward the payment of the Obligations, whether or not then due, in such order and by such division as Collateral Agent, in its sole discretion, may deem advisable. Any excess, to the extent permitted by law, shall be paid to Obligors , and each shall remain liable for any deficiency. In addition, Collateral Agent shall at all times keep have the right to obtain new appraisals of any Obligor or the Collateral, the Intellectual Property and all other property and assets used in Borrower’s business or in cost of which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice of any legal process affecting the Collateral, the Intellectual Property, such other property and assets, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent or Lender not to encumber its property. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Property, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assetspaid by Obligors.

Collateral. Borrower Agent and the Lenders shall at all times keep have the rights and remedies of a secured party under the U.C.C., in addition to the rights and remedies of a secured party provided elsewhere within this Agreement, in any other Related Writing executed by any Borrower or otherwise provided in law or equity. Upon the occurrence of an Event of Default and at all times thereafter, Agent may require Borrowers to assemble the Collateral, which each Borrower agrees to do, and make it available to Agent and the Lenders at a reasonably convenient place to be designated by Agent. Agent may, with or without notice to or demand upon such Borrower and with or without the aid of legal process, make use of such force as may be necessary to enter any premises where the Collateral, or any thereof, may be found and to take possession thereof (including anything found in or on the Collateral that is not specifically described in this Agreement, each of which findings shall be considered to be an accession to and a part of the Collateral) and for that purpose may pursue the Collateral wherever the same may be found, without liability for trespass or damage caused thereby to such Borrower. After any delivery or taking of possession of the Collateral, or any thereof, pursuant to this Agreement, then, with or without resort to any Borrower personally or any other Person or property, all of which each Borrower hereby waives, and upon such terms and in such manner as Agent may deem advisable, Agent, in its discretion, may sell, assign, transfer and deliver any of the Collateral at any time, or from time to time. No prior notice need be given to any Borrower or to any other Person in the case of any sale of Collateral that Agent determines to be perishable or to be declining speedily in value or that is customarily sold in any recognized market, but in any other case Agent shall give Borrowers not fewer than ten days prior notice of either the time and place of any public sale of the Collateral or of the time after which any private sale or other intended disposition thereof is to be made. Each Borrower waives advertisement of any such sale and (except to the extent specifically required by the preceding sentence) waives notice of any kind in respect of any such sale. At any such public sale, Agent or the Lenders may purchase the Collateral, or any part thereof, free from any right of redemption, all of which rights each Borrower hereby waives and releases. After deducting all Related Expenses, and after paying all claims, if any, secured by Liens having precedence over this Agreement, Agent may apply the net proceeds of each such sale to or toward the payment of the Secured Obligations, whether or not then due, in such order and by such division as Agent, in its sole discretion, may deem advisable. Any excess, to the extent permitted by law, shall be paid to Borrowers, and each Borrower shall remain liable for any deficiency. In addition, Agent shall at all times have the right to obtain new appraisals of any Borrower or the Collateral, the Intellectual Property and all other property and assets used in Borrower’s business or in cost of which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice of any legal process affecting the Collateral, the Intellectual Property, such other property and assets, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent or Lender not to encumber its property. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Property, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assetspaid by Borrowers.

Collateral. (a) Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by any Borrower of all Obligations, (ii) constituting property in which no Borrower owned any interest at the time the Lien was granted nor at any time thereafter, (iii) constituting property leased to any Borrower or its Subsidiary under a lease that has expired or is terminated in a transaction permitted under this Agreement, (iv) constituting property that any Borrower has authorization to Transfer under the terms of this Agreement or any other Loan Document or (v) constituting property for which such release shall otherwise have been approved by the Required Lenders. Upon request by the Administrative Agent or any Borrower at any time, Lenders will confirm in writing the Administrative Agent’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section 11.12; provided, however, that (1) the Administrative Agent shall not be required to execute any document necessary to evidence such release on terms that, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair any Obligation of any Borrower or any Lien (other than a Lien expressly being released) upon any interest retained by any Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) The Administrative Agent shall have no obligation whatsoever to any of Lenders to assure that the Collateral exists or is owned by any Borrower or is cared for, protected, or insured or has been encumbered, or that Liens of the Administrative Agent have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all times keep or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Administrative Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the Intellectual Property terms and all other property and assets used conditions contained herein, the Administrative Agent may act in Borrowerany manner it may deem appropriate, in its sole discretion given the Administrative Agent’s business or own interest in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens)the Collateral in its capacity as one of the Lenders, and shall give Agent prompt written notice of any legal process affecting the Collateral, the Intellectual Property, such other property and assets, or any Liens thereon, provided however, that the Collateral and such Administrative Agent shall have no other property and assets may be subject duty or liability whatsoever to Permitted Liens except that there shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent or Lender not as to encumber its property. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Propertythe foregoing, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations except as otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assetsherein.

Collateral. Borrower shall, and shall cause each Subsidiary to, and to the extent permitted by applicable law (as determined by the reasonable business judgment of Borrower) and within its control, shall cause each Physician Group or each JV Entity to, at all times keep the Collateral, the Intellectual Property Collateral and all other property and assets used in Borrower’s (or such Subsidiary’s, Physician Group’s or JV Entity’s) business or in which Borrower (or such Subsidiary, Physician Group or JV Entity) now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens). Borrower shall not, and shall give Agent prompt written notice not permit any Subsidiary or, to the extent permitted by applicable law (as determined by the reasonable business judgment of Borrower) and within its control, any legal process affecting the Collateral, the Intellectual Property, such other property and assets, Physician Group or any Liens thereonJV Entity to, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than the Agent or Lender Lenders not to encumber its propertyproperty other than in connection with Permitted Liens. Borrower shall not, and shall not permit any Subsidiary or, to the extent permitted by applicable law (as determined by the reasonable business judgment of Borrower) and within its control, any Physician Group or any JV Entity to, enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower (or such Subsidiary, Physician Group or JV Entity) to create, incur, assume or suffer to exist any Lien upon any of its property (including Intellectual Property), whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries and, to the extent permitted by applicable law (as determined by the reasonable business judgment of ▇▇▇▇▇▇▇▇) and within its control, the Physician Groups and JV Entities to protect and defend such Subsidiary’s (or Physician Group’s or JV Entity’s) title to its assets from and against all Persons (other than holders of Permitted Liens) claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep Subsidiary (or such Subsidiary’s property and assets free and clear from any legal process Physician Group or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual PropertyJV Entity), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assets.

Collateral. Borrower shall at all times (a) keep the Collateral, the Intellectual Property Collateral and all other property and assets used in Borrower’s business or in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and (b) shall give Agent prompt written notice of any legal process adversely affecting the Collateral, the Intellectual Property, such other property and assets, or any Liens thereon, provided however, that the Collateral and such other property and or assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual PropertyLiens. Borrower shall not agree with any Person other than Agent or Lender Lenders not to encumber its propertyproperty other than in connection with Permitted Liens. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Propertyproperty, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (ai) this Agreement and the other Loan Documents, (bii) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and ), (ciii) customary restrictions on the assignment of leases, licenses and other agreements, (iv) customary restrictions on cash collateral securing Permitted Liens, (v) customary restrictions under asset sale agreements otherwise permitted hereunder and (vi) customary restrictions and conditions contained in agreements governing joint ventures in the ordinary course of business. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assets.

Collateral. Borrower (a) Except as set forth on Schedule 3.22 of the Purchase Agreement, the Debtors are the sole owner of the Collateral (except for non-exclusive licenses granted by any Debtor in the ordinary course of business), free and clear of any Liens (other than Permitted Liens), security interests, encumbrances, rights or claims, and are fully authorized to grant the Security Interest. There has been no adverse decision that would have a Material Adverse Effect on any Debtor’s claim of ownership rights in or exclusive rights to use the Collateral in any jurisdiction or to any Debtor’s right to keep and maintain such Collateral in full force and effect, and there is no proceeding involving said rights pending or, to the best knowledge of any Debtor, threatened before any court, judicial body, administrative or regulatory agency, arbitrator or other governmental authority in which an adverse decision would have a Material Adverse Effect. (b) The Debtors shall keep and preserve their equipment, inventory and other tangible Collateral in good condition, repair and order, ordinary wear and tear excepted. Each Debtor shall take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims, causes of action and accounts receivable in respect of the Collateral. (c) Except with respect to the contemplated relocations described on Schedule 4.4(c), each Debtor shall at all times keep maintain its tangible Collateral at the locations set forth under its name on Schedule 4.3(a) and may not relocate such Collateral unless it delivers to the Secured Parties at least 30 days prior to such relocation (i) written notice of such relocation and the new location thereof (which must be within the United States) and (ii) evidence that appropriate financing statements under the UCC and other necessary documents have been filed and recorded and other steps have been taken to perfect the Security Interest to create in favor of the Secured Parties a valid, perfected and continuing perfected first priority lien in the Collateral. The Debtors shall not transfer, pledge, hypothecate, encumber, license, sell or otherwise dispose of any of the Collateral (except for non-exclusive licenses granted by a Debtor in its ordinary course of business and sales of inventory or assets by such Debtor in its ordinary course of business that do not exceed $50,000 per annum) without the prior written consent of a Majority in Interest. The Debtors shall not operate or locate any such Collateral (or cause to be operated or located) in any area excluded from insurance coverage. (d) Except with respect to the Permitted Liens, there is not on file in any U.S. or foreign governmental or regulatory authority, agency or recording office an effective financing statement, security agreement, license or transfer or any notice of any of the foregoing (other than those that will be filed in favor of the Secured Parties pursuant to this Agreement) covering or affecting any of the Collateral. So long as this Agreement shall be in effect, the Debtors shall not execute and shall not knowingly permit to be on file in any such office or agency any such financing statement or other document or instrument (except to the extent filed or recorded in favor of the Secured Parties pursuant to the terms of this Agreement). (e) The capital stock and other equity interests listed on Schedule 1 represent all of the capital stock and other equity interests (including stock options and warrants) owned, directly or indirectly, by the Debtors. All of the Pledged Securities are validly issued, fully paid and nonassessable, and the Debtors are the legal and beneficial owner of the Pledged Securities, free and clear of any lien, security interest or other encumbrance except for the security interests created by this Agreement. The ownership and other equity interests in partnerships and limited liability companies (if any) included in the Pledged Securities (the “Pledged Interests”) by their express terms do not provide that they are securities governed by Article 8 of the UCC and are not held in a securities account or by any financial intermediary. Each Debtor shall vote the Pledged Securities to comply with the covenants and agreements set forth herein and the other Transaction Documents. (f) Each Debtor shall, within ten (10) days of obtaining knowledge thereof, advise Collateral Agent, on behalf of the Secured Parties, promptly, in sufficient detail, of any substantial change in the Collateral, and of the Intellectual Property occurrence of any event which would have a Material Adverse Effect on the value of the Collateral or on the Secured Parties’ security interest therein. Each Debtor shall permit the Secured Parties and all other property their representatives and assets used in Borrower’s agents to inspect the Collateral at any time during normal business or in which Borrower now hours, upon reasonable prior notice, and to make copies of records pertaining to the Collateral as may be requested by a Secured Party from time to time. (g) All information heretofore, herein or hereafter holds any interest free and clear from any legal process supplied to the Secured Parties by or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice on behalf of any legal process affecting the Collateral, the Intellectual Property, such other property and assets, or any Liens thereon, provided however, that Debtors with respect to the Collateral is accurate and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent or Lender not to encumber its property. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits complete in all material respects as of the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Property, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assetsdate furnished.

Collateral. Borrower Each Loan Party shall at all times keep the Collateral, the Intellectual Property and all other property and assets used in Borrower’s the Loan Parties’ business or in which Borrower the Loan Parties now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice of any legal process Liens affecting the CollateralCollateral (except for Permitted Liens), the Intellectual Property, or such other property and assets, or any Liens thereon, provided however, that the Collateral Collateral, Intellectual Property and such other property and assets assets, to the extent such legal process would reasonably be expected to result in a Material Adverse Effect, may be subject to Permitted Liens except that there Liens. No Loan Party shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent or Lender not to encumber its propertyCollateral other than pursuant to (a) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (b) customary restrictions on the assignment of leases, licenses and other agreements and (c) customary restrictions on assets subject to Liens permitted under subsection (xiv) of the definition of “Permitted Liens”. Borrower No Loan Party shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower Loan Party to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Property, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than pursuant to (ai) this Agreement and the other Loan Documents, (bii) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and or (ciii) customary restrictions on the assignment assignment, sublicense, or sublease of leases, licenses and other agreements, (iv) customary restrictions in licensing or collaboration, co-development and co-marketing agreements relating to such Intellectual Property provided that such restrictions do not prohibit the Liens granted to the Agent pursuant to the Loan Documents, and (v) customary restrictions and conditions contained in agreements governing joint ventures or strategic alliances in the ordinary course of business; provided that, in each case, the applicable Loan Party has exercised its good faith best efforts to not agree to such contractual limitations. Borrower Each Loan Party shall cause its Subsidiaries to use commercially reasonable efforts to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Propertyor as otherwise permitted by this Section 7.5), and shall give Agent prompt written notice of any legal process Liens (other than Permitted Liens) affecting such Subsidiary’s assets.

Collateral. Borrower From and after the Funding Date, each Loan Party shall at all times keep the Collateral, the Intellectual Property Collateral and all other property and assets used in Borrowersuch Loan Party’s business or in which Borrower such Loan Party now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice upon any Responsible Officer becoming aware of any legal process affecting that could reasonably be expected to materially and adversely affect the Collateral, the Intellectual Property, such other property and assets, or any Liens thereon, ; provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there Liens. From and after the Funding Date, no Loan Party shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent or Lender not to encumber its property. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower such Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property (including Intellectual Property), whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than except for any such restrictions that (a) exist under this Agreement and the other Loan Documents, (b) exist under any agreements governing any purchase money Liens (i) Purchase Money Obligations or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed therebythereby and any proceeds or products thereof, accessions or additions thereto and improvements thereon) and or (ii) Subordinated Indebtedness, (c) until and including the Funding Date, exist under the Eastward Facility and the EIB Loan Facility, (d) are customary restrictions on the assignment of in leases, licenses subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby, so long as such restrictions relate solely to the assets subject thereto (and other any proceeds or products thereof, accessions or additions thereto and improvements thereon), (e) that are restrictions on Liens in favor of any holder of Indebtedness permitted under clause (xvii) of the definition of Permitted Indebtedness (solely to the extent such restriction relates to assets acquired in connection with the Permitted Acquisition in connection with which such Indebtedness referred to in clause (xvii) of the definition of Permitted Indebtedness was acquired), (f) are binding on a Person at the time such Person becomes a Subsidiary of Parent, so long as such restrictions were not entered into solely in contemplation of such Person becoming a Subsidiary of Parent, (g) restrictions on Excluded Accounts, (h) are customary restrictions and conditions contained in asset sale agreements, purchase agreements, acquisition agreements (including by way of merger, acquisition or consolidation) entered into by Parent or any Subsidiary, solely to the extent in effect pending consummation of such transaction and so long as such restrictions relate only to the assets subject thereto (for the avoidance of doubt, this clause (h) does not permit the consummation of any Change of Control or Transfer that is otherwise prohibited by the Loan Documents); and (i) restrictions and conditions imposed by applicable law. Borrower Each Loan Party shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such SubsidiarySubsidiary (other than holders of Permitted Liens), and Borrower each Loan Party shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Propertyor as otherwise permitted by this Section 7.5), and shall give Agent prompt written notice upon any Responsible Officer becoming aware of any legal process materially and adversely affecting such Subsidiary’s assets.

Collateral. Upon the occurrence of an Event of Default and at all times thereafter until such Event of Default has been waived, Lender may require Borrower to assemble the Collateral, which Borrower agrees to do, and make it available to Lender at a reasonably convenient place to be designated by Lender. Lender may, with or without notice to or demand upon Borrower and with the aid of legal process, to enter any premises where the Collateral, or any thereof, may be found and to take possession thereof (including anything found in or on the Collateral that is not specifically described in this Agreement, each of which findings shall be considered to be an accession to and a part of the Collateral) and for that purpose may pursue the Collateral wherever the same may be found, without liability for trespass or damage caused thereby to Borrower. After any delivery or taking of possession of the Collateral, or any thereof, pursuant to this Agreement, then, with or without resort to Borrower personally or any other Person or property, all of which Borrower hereby waives, and upon such terms and in such manner as Lender may deem advisable, Lender, in its discretion, may sell, assign, transfer and deliver any of the Collateral at any time, or from time to time. No prior notice need be given to Borrower or to any other Person in the case of any sale of Collateral which Lender determines to be perishable or to be declining speedily in value or which is customarily sold in any recognized market, but in any other case Lender shall give Borrower not fewer than ten (10) days prior notice of either the time and place of any public sale of the Collateral or of the time after which any private sale or other intended disposition thereof is to be made. Borrower waives advertisement of any such sale and (except to the extent specifically required by the preceding sentence) waives notice of any kind in respect of any such sale. At any such public sale, Lender may purchase the Collateral, or any part thereof, free from any right of redemption, all of which rights Borrower hereby waives and releases. After deducting all Related Expenses, and after paying all claims, if any, secured by Liens having precedence over this Agreement, Lender may apply the net proceeds of each such sale to or toward the payment of the Debt, whether or not then due, in such order and by such division as Lender, in its sole discretion, may deem advisable. Any excess, to the extent permitted by law, shall be paid to Borrower, and Borrower shall remain liable for any deficiency. Lender shall at all times keep during the continuance of an Event of Default have the right to obtain new appraisals of Borrower or the Collateral, the Intellectual Property cost of which shall be paid by Borrower. If Lender sells, leases, licenses, or otherwise disposes of any Collateral of Borrower on credit, then, and all in each such case, Borrower will be credited only with payments actually received by Lender and, if any Person obligated to make any payment for any Collateral of Borrower does not make such payment when due, Lender may thereafter sell, lease, license, or otherwise dispose of such Collateral of Borrower. In connection with any sale or other property disposition of any Collateral of Borrower, Lender, shall have the right, but no duty, to disclaim warranties of title, possession, quiet enjoyment, and assets used in Borrower’s business the like, and Lender shall have the right to comply with any applicable requirements of law (whether federal, state, local, or in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liensotherwise), and no such disclaimer or compliance shall give Agent prompt written notice be considered to have adversely affected the commercial reasonableness of any legal process affecting the Collateral, the Intellectual Property, such sale or other property and assets, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent or Lender not to encumber its property. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Property, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assetsdisposition.

Collateral. Borrower shall at all times keep Subject to any intercreditor arrangements between the CollateralSenior Creditors, the Intellectual Property Junior Creditor agrees that in a Proceeding the Senior Agent and the other Senior Creditors may consent to the use of cash collateral or provide financing to the Obligors or any of their Subsidiaries or Affiliates on such terms and conditions and in such amounts as the Senior Agent and the other Senior Creditors, in their sole discretion, may decide and, in connection therewith, the Obligors may grant to the Senior Agent and the other Senior Creditors liens and security interests upon all of the property of the Obligors, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the commencement of any Proceeding or at any time thereafter) and all other property financing provided by the Senior Creditors during the Proceeding, and assets used (ii) shall be superior in Borrower’s business priority to the liens, if any, held by the Junior Creditor. To the extent that the Junior Creditor has or acquires any liens or other rights with respect to any Collateral, such Junior Creditor shall not assert such rights in any Proceeding without the prior written consent of the Senior Agent unless requested to do so by the Senior Agent in which Borrower case such Junior Creditor shall seek to exercise such rights in the manner requested by the Senior Agent. The Junior Creditor agrees that he will not object to or oppose a sale or other disposition of any property securing all or any part of the Senior Debt free and clear of security interests, liens or other claims, if any, of such Junior Creditor under any Debtor Relief Law if the Senior Agent has consented to such sale or disposition. The Junior Creditor agrees not to assert any right it may have to “adequate protection” of such Person’s interest in any Collateral in any Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to any Collateral without the prior written consent of the Senior Agent, and agrees not to take any action during any Proceeding that would, or could reasonably be expected to, adversely affect the Senior Agent’s or the other Senior Creditors’ rights or interests in any Collateral, under this Agreement or otherwise. The Junior Creditor waives any claim it may now or hereafter holds any interest free and clear from any legal process have arising out of the Senior Agent’s or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice of any legal process affecting the Collateral, the Intellectual Property, such other property and assets, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent or Lender not to encumber its property. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Property, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan DocumentsSenior Creditors’ election, (bin any Proceeding instituted under any Debtor Relief Law, of the application of Section 1111(b)(2) of the Bankruptcy Code or similar provision under any agreements governing other applicable Debtor Relief Law, and/or any purchase money Liens borrowing or capital lease obligations otherwise permitted hereby (grant of a security interest under Section 364 of the Bankruptcy Code or similar provision under any other applicable Debtor Relief Law, by any Obligor, as debtor in which case, possession. The Junior Creditor further agrees that he will not seek to participate on any prohibition or limitation shall only be effective against creditor’s committee without the assets financed thereby) and (c) customary restrictions on prior written consent of the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assetsSenior Agent.

Collateral. Borrower shall at all times keep the Collateral, the Intellectual Property and all other property and assets used in Borrower’s business or in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice of any legal process affecting the Collateral, the Intellectual Property, such other property and assets, or any Liens thereon, provided provided, however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent or Lender not to encumber its propertyproperty other than such negative pledges that relate solely to the asset or assets subject to a Permitted Lien or that relate solely to in-bound license agreements that by their terms expressly prohibit assignment of the related license(s) by Borrower. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Property, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided provided, however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assets.

Collateral. Borrower shall at all times keep the Collateral, the Intellectual Property and all other property and assets used in Borrower’s business or in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens)whatsoever, and shall give Agent prompt written notice of any legal process affecting the Collateral, the Intellectual Property, such other property and assets, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent or Lender not to encumber its property. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Property, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assets. Borrower shall not agree with any Person other than Agent or Lender not to encumber its property other than (i) as is otherwise permitted in the definition of “Permitted Liens” herein and “Permitted Transfers” herein, and (ii) restrictions by reason of customary provisions restricting assignment, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements as the case may be).

Collateral. Borrower shall at all times keep the Collateral, the Intellectual Property and all other property and assets used in Borrower’s business or in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice of any legal process affecting the Collateral, the Intellectual Property, such other property and assets, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent or Lender not to encumber its property. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Property, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assets. Except with respect to (i) specific property encumbered to secure payment of particular Indebtedness incurred to finance the acquisition of such property, (ii) Liens on Excluded Assets described in subsection (xv) of the definition of Permitted Liens, and (iii) restrictions by reason of customary provisions restricting assignment, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens, Excluded Assets or the property or assets subject to such leases, licenses or similar agreements, as the case may be), Borrower shall not agree with any Person other than Agent not to encumber its property.

Collateral. Borrower shall at all times (a) keep the Collateral, the Intellectual Property Collateral and all other property and assets used in Borrower’s business or in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and (b) shall give Agent prompt written notice of any legal process affecting the Collateral, the Intellectual Property, such Liens thereon (other property and assets, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to than Permitted Liens except that there shall be no Liens whatsoever on Intellectual PropertyLiens). Borrower shall not agree with any Person other than Agent or Lender Lenders not to encumber its propertyproperty other than in connection with Permitted Liens. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its property (including Intellectual Property), whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (ai) this Agreement and the other Loan Documents, (bii) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (iii) agreements governing cash collateral arrangements constituting Permitted Liens restricting Liens on cash collateral accounts and the Cash therein, and (civ) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such SubsidiarySubsidiary (other than Permitted Liens), and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assets.

Collateral. Borrower shall at all times keep (a) The Debtors are the Collateralsole owner of the Collateral (except for non-exclusive licenses granted by any Debtor in the ordinary course of business), the Intellectual Property and all other property and assets used in Borrower’s business or in which Borrower now or hereafter holds any interest free and clear from of any legal process or Liens whatsoever (except for other than Permitted Liens), and shall give Agent prompt written notice are fully authorized to grant the Security Interest. Except as otherwise disclosed in the Securities Purchase Agreement, there has been no adverse decision to any Debtor’s claim of ownership rights in or exclusive rights to use the Collateral in any jurisdiction or to any Debtor’s right to keep and maintain such Collateral in full force and effect, and there is no proceeding involving said rights pending or, to the best knowledge of any legal process affecting the CollateralDebtor, the Intellectual Property, such other property and assets, or threatened before any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent or Lender not to encumber its property. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Property, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, Governmental Authority. (b) The Debtors shall keep and preserve their equipment, inventory and other tangible Collateral in good condition, repair and order, ordinary wear and tear excepted. Each Debtor shall take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (rights, claims, causes of action and accounts receivable in which case, any prohibition or limitation shall only be effective against respect of the assets financed thereby) and Collateral consistent with past practices. (c) customary restrictions The Debtors shall not transfer, pledge, hypothecate, encumber, license, sell or otherwise dispose of any of the Collateral except as otherwise permitted or required under the Securities Purchase Agreement or any other Transaction Document. The Debtors shall not operate or locate any such Collateral (or cause to be operated or located) in any area excluded from insurance coverage. (d) So long as this Agreement shall be in effect, the Debtors shall not execute and shall not knowingly permit to be on file in any such office or agency any such financing statement or other document or instrument (except to the assignment extent filed or recorded in favor of leases, licenses the Secured Parties pursuant to the terms of this Agreement). (e) The capital stock and other agreements. Borrower shall cause its Subsidiaries to protect equity interests listed on Schedule I represent all of the capital stock and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiaryother equity interests of the Company Subsidiaries, and Borrower shall cause its Subsidiaries at represent all times to keep such Subsidiary’s property capital stock and assets other equity interests owned, directly or indirectly, by the Debtors. All of the Pledged Securities are validly issued, fully paid and nonassessable, and the Debtors are the legal and beneficial owner of the Pledged Securities, free and clear from of any legal process or Liens whatsoever (Lien except for Permitted Liens. The ownership and other equity interests in partnerships and limited liability companies (if any) included in the Pledged Securities by their express terms do not provide that they are securities governed by Article 8 of the UCC and are not held in a securities account or by any financial intermediary. Each Debtor shall vote the Pledged Securities to comply with the covenants and agreements set forth herein and the other Transaction Documents. (f) Each Debtor shall, provided howeverwithin ten (10) days of obtaining knowledge thereof, that there shall be no Liens whatsoever on Intellectual Property)advise the Secured Parties promptly, in sufficient detail, of any substantial change in the Collateral, and shall give Agent prompt written notice of the occurrence of any legal process affecting such Subsidiary’s assetsevent which would have a material adverse effect on the value of the Collateral or on the Secured Parties’ security interest therein. Upon not less than five Business Days’ prior notice, each Debtor shall permit the Secured Parties and their representatives and agents to inspect the Collateral at any time during normal business hours, and to make copies of records pertaining to the Collateral as may be requested by a Secured Party from time to time. (g) All information heretofore or herein supplied to the Secured Parties by or on behalf of the Debtors with respect to the Collateral is accurate and complete in all material respects as of the date furnished. 4.5

Collateral. Borrower Such notice, in the case of a public sale, shall state the time and place for such sale. Any such public sale shall be held at all such time or times keep within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Article 9 Collateral, the Intellectual Property and all other property and assets used or portion thereof, to be sold may be sold in Borrower’s business one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Article 9 Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Article 9 Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which Borrower now the same was so adjourned. In case any sale of all or hereafter holds any interest part of the Article 9 Collateral is made on credit or for future delivery, the Article 9 Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent and the other Purchase Money Secured Parties shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Article 9 Collateral so sold and, in case of any such failure, such Article 9 Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Agreement, any Purchase Money Secured Party may bid for or purchase, free and clear (to the extent permitted by law) from any legal process right of redemption, stay, valuation or Liens whatsoever appraisal on the part of any Loan Party (except for Permitted Liensall said rights being also hereby waived and released to the extent permitted by law), the Article 9 Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to such Purchase Money Secured Party from any Loan Party as a credit against the purchase price, and such Purchase Money Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Loan Party therefor. For purposes hereof, a written agreement to purchase the Article 9 Collateral or any portion thereof shall give be treated as a sale thereof; the Collateral Agent prompt written notice shall be free to carry out such sale pursuant to such agreement and no Loan Party shall be entitled to the return of the Article 9 Collateral or any legal process affecting portion thereof subject thereto, notwithstanding the Collateralfact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Purchase Money Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Intellectual Property, such other property and assets, Collateral Agent may proceed by a suit or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject suits at law or in equity to Permitted Liens except that there shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent or Lender not to encumber its property. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Property, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) foreclose this Agreement and to sell the Article 9 Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other Loan Documentsjurisdictions. The Collateral Agent acknowledges that the exercise of its rights and remedies hereunder, (b) any agreements governing any purchase money Liens including the rights set forth in this Section 4.01, may require prior approval of, or capital lease obligations otherwise permitted hereby (in which casenotice to, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on FCC pursuant to the assignment Communications Act of leases1934, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiaryas amended, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assetsthe regulations promulgated thereunder.

Collateral. Borrower shall at all times (a) keep the Collateral, the Intellectual Property Collateral and all other property and assets used in Borrower’s business or in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and (b) shall give Agent prompt written notice of any known legal process affecting the Collateral, the Intellectual Property, Collateral or such other property and assets, which written notice shall be (i) promptly given if such legal process involves injunctive relief or other non-monetary remedy, (ii) promptly given if such legal process involves amounts claimed in an indefinite amount or in excess of Five Hundred Thousand Dollars ($500,000) or (iii) delivered to Agent together with the next immediate Compliance Certificate due pursuant to Section 7.1(d) if such legal process involves amounts claimed in an amount less than or equal to Five Hundred Thousand Dollars ($500,000), or any Liens thereon, provided however, that the Collateral and such other property and or assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent or Lender Lenders not to encumber its propertyproperty other than in connection with Permitted Liens. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its property (including Intellectual Property), whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (ai) this Agreement and the other Loan Documents, (bii) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (ciii) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any known legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any known legal process affecting such Subsidiary’s assets, which written notice shall be (i) promptly given if such legal process involves injunctive relief or other non-monetary remedy, (ii) promptly given if such legal process involves amounts claimed in an indefinite amount or in excess of Five Hundred Thousand Dollars ($500,000) or (iii) delivered to Agent together with the next immediate Compliance Certificate due pursuant to Section 7.1(d) if such legal process involves amounts claimed in an amount less than or equal to Five Hundred Thousand Dollars ($500,000).

Collateral. Borrower Each Loan Party shall at all times keep the Collateral, the Intellectual Property and all other property and assets used in Borrower’s the Loan Parties’ business or in which Borrower the Loan Parties now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice of any legal process that is reasonably likely to result in damages, expenses or liabilities in excess of $500,000 affecting the Collateral, the Intellectual Property, such other property and assets, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual PropertyProperty (other than Permitted Liens under clauses (iii), (iv), (v), (vii), (x), (xv) or (xvi) of the definition thereof). Borrower No Loan Party shall not agree with any Person other than Agent or Lender the Lenders not to encumber its property. Borrower No Loan Party shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property (including Intellectual Property), whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower Each Loan Party shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower each Loan Party shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual PropertyProperty (other than Permitted Liens under clauses (iii), (iv), (v), (vii), (x), (xv) or (xvi) of the definition thereof)), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assetsassets that is reasonably likely to result in damages, expenses or liabilities in excess of $500,000.

Collateral. Borrower shall at all times keep the Collateral, the Intellectual Property and all other property and assets used in Borrower’s business or in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice of any legal process affecting the Collateral, the Intellectual Property, such other property and assets, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual PropertyProperty (except in connection with Permitted Licenses). Borrower shall not agree with any Person other than Agent or Lender not to encumber its property. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Property, whether now owned existing or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any Permitted License, and (cd) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assets.

Collateral. Upon the occurrence of an Event of Default and at all times thereafter, Collateral Agent (or Agent, as appropriate) may require Borrowers to assemble the Collateral, each Borrower agrees to do, and make it available to Collateral Agent (or Agent, as appropriate) and the Lenders at a reasonably convenient place to be designated by Collateral Agent (or Agent, as appropriate). Collateral Agent (or Agent, as appropriate) may, with or without notice to or demand upon such Borrower and with or without the aid of legal process, make use of such force as may be necessary to enter any premises where the Collateral, or any thereof, may be found and to take possession thereof (including anything found in or on the Collateral that is not specifically described in this Agreement, each of which findings shall be considered to be an accession to and a part of the Collateral) and for that purpose may pursue the Collateral wherever the same may be found, without liability for trespass or damage caused thereby to such Borrower. After any delivery or taking of possession of the Collateral, or any thereof, pursuant to this Agreement, then, with or without resort to any Borrower personally or any other Person or property, all of which each Borrower hereby waives, and upon such terms and in such manner as Collateral Agent (or Agent, as appropriate) may deem advisable, Collateral Agent (or Agent, as appropriate), in its discretion, may sell, assign, transfer and deliver any of the Collateral at any time, or from time to time. No prior notice need be given to any Borrower or to any other Person in the case of any sale of Collateral that Collateral Agent (or Agent, as appropriate) determines to be perishable or to be declining speedily in value or that is customarily sold in any recognized market, but in any other case Collateral Agent (or Agent, as appropriate) shall give the Borrowers not fewer than ten days prior notice of either the time and place of any public sale of the Collateral or of the time after which any private sale or other intended disposition thereof is to be made. Each Borrower waives advertisement of any such sale and (except to the extent specifically required by the preceding sentence) waives notice of any kind in respect of any such sale. At any such public sale, Collateral Agent (or Agent, as appropriate) or the Lenders may purchase the Collateral, or any part thereof, free from any right of redemption, all of which rights each Borrower hereby waives and releases. Subject to the terms of the Intercreditor Agreement, after deducting all Related Expenses, and after paying all claims, if any, secured by Liens having precedence over this Agreement, Collateral Agent (or Agent, as appropriate) may apply the net proceeds of each such sale to or toward the payment of the Secured Obligations, whether or not then due, in such order and by such division as Collateral Agent (or Agent, as appropriate), in its sole discretion, may deem advisable. Any excess, to the extent permitted by law, shall be paid to the appropriate Borrowers, and each shall remain liable for any deficiency. In addition, Collateral Agent (or Agent, as appropriate) shall at all times keep have the right to obtain new appraisals of any Borrower or the Collateral, the Intellectual Property and all other property and assets used in Borrower’s business or in cost of which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice of any legal process affecting the Collateral, the Intellectual Property, such other property and assets, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent or Lender not to encumber its property. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits paid by the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Property, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assetsappropriate Borrowers.

Collateral. Borrower shall at Tenant hereby deposits with Landlord and grants Landlord a security interest in the sum designated in the Schedule as “Security Deposit” (hereinafter referred to as “Collateral”), as security for the prompt, full and faithful performance by Tenant of each and every provision of this Lease and of all times keep obligations of Tenant hereunder. A. If Tenant fails to perform any of its obligations hereunder (subject to any applicable grace or cure period), Landlord may use, apply or retain the whole or any part of the Collateral for the payment of (i) any Base Rent or other sums of money which Tenant may not have paid when due, (ii) any sum expended by Landlord on Tenant’s behalf in accordance with the provisions of this Lease, and (iii) any sum which Landlord may expend or be required to expend by reason of Tenant’s default, or any loss or damage which Landlord may suffer or incur, including, without limitation, any damage or deficiency in or from the reletting of the Leased Premises as provided in Paragraph 23. The use, application or retention of the Collateral, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by law (it being intended that Landlord shall not first be required to proceed against the Intellectual Property and all other property and assets used in Borrower’s business or in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), Collateral) and shall give Agent prompt not operate as a limitation on any recovery to which Landlord may otherwise be entitled. If any portion of the Collateral is used, applied or retained by Landlord for the purposes set forth above, Tenant agrees, within 10 days after written notice demand therefor is made by Landlord, to deposit cash with Landlord in an amount sufficient to restore the Collateral to its original amount. B. If Tenant shall fully and faithfully comply with all the provisions of any legal process affecting this Lease, the Collateral, or any balance thereof, shall be returned to Tenant without interest after the Intellectual Property, such other property and assetsexpiration of the Term or upon any later date after which Tenant has vacated the Leased Premises. In the absence of receipt by Landlord of evidence satisfactory to Landlord of any permitted assignment of the right to receive the Collateral, or any Liens thereonof the remaining balance thereof, provided howeverLandlord may return the same to the original Tenant, that regardless of one or more assignments of Tenant’s interest in this Lease or the Collateral and Collateral. In such other property and assets may be subject event, upon the return of the Collateral, or the remaining balance thereof to Permitted Liens except that there the original Tenant, Landlord shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree completely relieved of and released from all liability under this Paragraph 25 or otherwise with any Person other than Agent or Lender not respect to encumber its property. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Property, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assetsCollateral.

Collateral. Borrower shall at all times keep the Collateral, the Intellectual Property and all other property and assets used in Borrower’s business or in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice of any legal process adversely affecting the Collateral, the Intellectual Property, such other property and assets, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual PropertyProperty (other than licenses expressly permitted under this Agreement). Borrower shall not agree with any Person other than Agent or Lender the Lenders not to encumber its propertyproperty except for (a) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (b) customary restrictions on the assignment of leases, licenses and other agreements, (c) customary restrictions on assets subject to Liens permitted under clause (xiii) of the definition of “Permitted Liens” (in which case, any prohibition or limitation shall only be effective against the cash collateral provided thereto), (d) customary restrictions under asset sale agreements otherwise permitted hereunder and (e) customary restrictions and conditions contained in agreements governing joint ventures in the ordinary course of business. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its property (including Intellectual Property), whether now owned existing or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and Agreement, the other Loan DocumentsDocuments or any other agreement with Agent or the Lenders, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and ), (c) customary restrictions on the assignment of leases, licenses and other agreements, (d) customary restrictions on assets subject to Liens permitted under clause (xiii) of the definition of “Permitted Liens” (in which case, any prohibition or limitation shall only be effective against the cash collateral provided thereto), (e) customary restrictions under asset sale agreements otherwise permitted hereunder and (f) customary restrictions and conditions contained in agreements governing joint ventures in the ordinary course of business. Borrower shall cause its Subsidiaries to use commercially reasonable efforts to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), Property (other than licenses expressly permitted under this Agreement) and shall give Agent prompt written notice of any legal process adversely affecting such Subsidiary’s assetsassets in an amount greater than [***].

Collateral. Borrower Maintain all tangible Collateral in good condition; insure insurable Collateral for its full replacement cost under an insurance policy acceptable to Lender that names Lender as loss payee; execute, deliver and file, or cause the execution, delivery and filing of, any and all documents (including without limitation, financing statements, continuation statements or other writings or records), necessary or desirable for the Lender to create, perfect, preserve, validate or otherwise protect a first priority lien and security interest in the Collateral; maintain, or cause to be maintained, at all times, the Lender's first priority lien and security interest in the Collateral; immediately upon learning thereof, report to the Lender any reclamation, return or repossession of any goods forming a part of the Collateral and Real Estate Collateral, any claim or dispute asserted by any account debtor or other obligor owing an obligation to Borrower, and any other matters affecting the value or enforceability or collectibility of any of the Collateral and Real Estate Collateral; defend the Collateral and Real Estate Collateral against all claims and demands of all Persons at any time claiming the same or any interest therein adverse to the Lender, and pay all costs and expenses (including attorneys' fees and expenses) incurred in connection with such defense; at Borrower's sole cost and expense (including attorneys' fees and expenses), settle any and all claims, demands and disputes, and indemnify and protect the Lender against any liability, loss or expenses arising from any such claims, demands or disputes or out of any such reclamation, return or repossession of goods forming a part of the Collateral and Real Estate Collateral; however, if the Lender shall so elect, the Lender shall have the right at all times keep to settle, compromise, adjust or litigate all claims and disputes directly with the CollateralCustomer or other obligor owing an obligation to Borrower upon such terms and conditions as the Lender deems advisable, the Intellectual Property and all other property costs and assets used in Borrower’s business or in which expenses thereof (including attorneys' fees and expenses) shall be incurred for the account of Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice constitute a part of any legal process affecting the Collateralobligations owed to the Lender and secured pursuant to this Agreement. The Borrower's Equipment, the Intellectual Property, such goods and other tangible personal property set forth in SCHEDULE 6.13 attached hereto and assets, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there made a part hereof shall be no Liens whatsoever on Intellectual Property. kept and maintained at the locations set forth in said SCHEDULE 6.13; Borrower shall not agree with any Person relocate or move the Equipment, goods or other than Agent tangible personal property without the Lender's prior written consent, which shall not be unreasonably withheld. If Lender consents to the relocation of certain Equipment, goods or Lender not to encumber its certain other tangible personal property. , Borrower shall not enter into execute, and hereby authorizes the execution by Lender of, all documents, records or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Property, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiaryfinancing statements, and Borrower shall cause its Subsidiaries at all times take such action as Lender may request, to keep such Subsidiary’s assure that Lender's first priority security interest in the Equipment, goods or other tangible personal property and assets free and clear from any legal process continues to be perfected under the Uniform Commercial Code or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assetsother applicable laws.

Collateral. As security for all indebtedness to Bank now or hereafter incurred by Borrower, under this Note or otherwise, Borrower shall at all times keep the Collateralgrants Bank a lien upon and security interest in any securities, the Intellectual Property and all instruments or other personal property and assets used in Borrower’s business or in which of Borrower now or hereafter holds in Bank's possession and in any interest free deposit balances now or hereafter held by Bank for Borrower's account and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice in all proceeds of any legal process affecting the Collateral, the Intellectual Property, such other personal property or deposit balances. Such liens and assets, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there security interests shall be no Liens whatsoever on Intellectual Propertyindependent of Bank's right of setoff. Borrower This Note and the indebtedness evidenced hereby shall not agree with be additionally secured by any Person other than Agent lien or Lender not to encumber its property. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Property, security interest evidenced by a writing (whether now owned existing or hereafter acquired, executed) which contains a provision to the effect that such lien or security interest is intended to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, Note or indebtedness evidenced hereby or (b) any agreements governing category of liabilities, obligations or the indebtedness of Borrower to Bank which includes this Note or the indebtedness evidenced hereby, and all property subject to any purchase money Liens such lien or capital lease obligations otherwise permitted security interest shall be collateral for this Note. CONFESSION OF JUDGMENT - ▇▇▇▇▇▇▇▇ irrevocably authorizes and empowers any attorney or any clerk of any court of record to appear for and confess judgment against Borrower for such sums as are due and owing on this Note, with or without declaration, with costs of suit, without stay of execution and with an amount not to exceed the greater of fifteen percent (15%) of the principal amount of such judgment or $5,000 added for collection fees. If a copy of this Note, verified by affidavit by or on behalf of Bank, shall have been filed in such action, it shall not be necessary to file the original of this Note. The authority granted hereby (shall not be exhausted by the initial exercise thereof and may be exercised by Bank from time to time. There shall be excluded from the lien of any judgment obtained solely pursuant to this paragraph all improved real estate in any area identified under regulations promulgated under the Flood Disaster Protection Act of 1973, as having special flood hazards if the community in which case, such area is located is participating in the National Flood Insurance Program. Any such exclusion shall not affect any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s lien upon property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assetsnot so excluded.

Collateral. Borrower shall at all times keep the Collateral, the Intellectual Property and all other property and assets used in Borrower’s business or in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice of any legal process affecting the Collateral, the Intellectual Property, such other property and assets, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent or Lender the Lenders not to encumber its propertyproperty other than pursuant to (a) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (b) customary restrictions on assets subject to Liens permitted under subsection (xiv) of the definition of “Permitted Liens” (in which case, any prohibition or limitation shall only be effective against the cash collateral provided thereto). Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its property (including Intellectual Property), whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than pursuant to (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment assignment, sublicense or sublease of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assetsassets in an amount greater than $500,000.

Collateral. Borrower shall at all times keep the Collateral, the Intellectual Property and all other property and assets used in Borrower’s business or in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice of any legal process affecting the Collateral, the Intellectual Property, such other property and assets, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent or Lender the Lenders not to encumber its propertyproperty other than pursuant to (a) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (b) customary restrictions on assets subject to Liens permitted under subsection (xiv) of the definition of “Permitted Liens” (in which case, any prohibition or limitation shall only be effective against the cash collateral provided thereto) and (c) the Incyte Collaboration Agreement. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its property (including Intellectual Property), whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than pursuant to (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and ), (c) customary restrictions on the assignment assignment, sublicense or sublease of leases, licenses and other agreements, and (d) any restrictions set forth in the Incyte Collaboration Agreement. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual PropertyProperty other than pursuant to the Incyte Collaboration Agreement), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assetsassets in an amount greater than $500,000.

Collateral. (a) The Borrower shall at hereby renounces and waives all times keep rights that are waivable under Article 9 of the Collateral, Uniform Commercial Code (the Intellectual Property and all other property and assets used “UCC”) as in Borrower’s business or effect from time to time in any jurisdiction in which Borrower any Collateral may now or hereafter holds be located. Without limiting the generality of the foregoing, the Borrower hereby (i) renounces any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written right to receive notice of any legal process affecting disposition by the Company of the Collateral pursuant to the UCC upon termination of the Forbearance Period, whether such disposition is by public or private sale under the UCC or otherwise, and (ii) waives any rights relating to compulsory disposition of the Collateral pursuant to the UCC. (b) At any time that the closing price of the Company’s common stock, as reported on the NASDAQ Global Market, exceeds $7.00, the Company may, on behalf of the Borrower, exercise any options and sell any shares of common stock of the Company held by the Company as Collateral, and apply the Intellectual Property, such other property and assets, or any Liens thereon, provided however, net proceeds towards the Obligations. In the event that the proceeds, net of any exercise price paid by the Company, exceeds the Obligations, the Company shall promptly refund the excess to Borrower. In the event that the proceeds, net of any exercise price paid by the Company, is insufficient to satisfy the Obligations, the terms set forth in this Agreement shall apply to the Obligations still outstanding. In executing the sales, the Company shall comply with the Securities Act of 1933, as amended, and all rules and regulations thereunder. (c) The Company shall exercise reasonable care in the custody and preservation of the Collateral in its possession. Beyond the exercise of reasonable care to assure the safe custody of the Collateral while held hereunder, the Company shall not have any duty or liability to preserve rights pertaining thereto and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual Property. relieved of all responsibility for the Collateral upon surrendering it to the Borrower or tendering surrender of it to the Borrower, it being understood that the Company shall not agree with have any Person other than Agent or Lender not to encumber its property. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Property, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than responsibility for (a) this Agreement and ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders, or other matters relative to any Collateral, whether or not the other Loan DocumentsCompany has or is deemed to have knowledge of such matters, or (b) taking any agreements governing necessary steps to preserve rights against any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, parties with respect to any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assetsCollateral.

Collateral. Borrower shall at all times keep the Collateral, the Intellectual Property and all other property and assets used in Borrower’s business or in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice of any legal process that could reasonably be expected to result in damages, expenses or liabilities in excess of $1,000,000 affecting the Collateral, the Intellectual Property (other than office actions and other routine notices or similar documents issued by the United States Patent and Trademark Office or other applicable intellectual property office) in connection with the prosecution or maintenance of registrations, issuances or applications to register or issue Intellectual Property), such other property and assets, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent or Lender the Lenders not to encumber its propertyproperty other than in connection with a Permitted Lien. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its property (including Intellectual Property), whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions (including restrictions on scope of licenses and restrictions on the assignment assignment) of or contained within leases, licenses Licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s material property and material assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, for the avoidance of doubt, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assetsassets (other than office actions and other routine notices or similar documents issued by the United States Patent and Trademark Office or other applicable intellectual property office in connection with the prosecution or maintenance of registrations, issuances or applications to register or issue Intellectual Property), that could reasonably be expected to result in damages, expenses or liabilities in excess of $1,000,000.

Collateral. Borrower Each Loan Party shall at all times (a) keep the Collateral, the Intellectual Property and all other property and assets used in Borrowersuch Loan Party’s business or in which Borrower such Loan Party now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and (b) shall give Agent prompt written notice of any legal process affecting the Collateral, the Intellectual Property, such other property and assets, or any Liens thereon, provided however, that the Collateral and such other property and or assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual PropertyLiens. Borrower shall not No Loan Party agree with any Person other than Agent or Lender Lenders not to encumber its propertyproperty other than in connection with Permitted Liens. Borrower No Loan Party shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property (including Intellectual Property), whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (ai) this Agreement and the other Loan Documents, (bii) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (ciii) customary restrictions on the assignment of leases, licenses and other agreements. Borrower Each Loan Party shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower each Loan Party shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assets.

Collateral. Borrower shall at all times keep As security for the Collateralperformance of Borrower's obligations under this Agreement and/or any of the other Financing Documents, the Intellectual Property payment of principal and interest under the Loan and the payment of all other property and assets used in Borrower’s business liabilities of Borrower to Lenders arising hereunder, under any of the other Financing Documents, or in which Borrower now connection with any of the transactions described herein or hereafter holds any interest free and clear from any legal process or Liens whatsoever therein (except for Permitted Lienscollectively, the "Obligations"), whether absolute or contingent, matured or unmatured, direct or indirect, similar or dissimilar, due or to become due or heretofore or hereafter, contracted or acquired, Borrower hereby grants, pledges and shall give assigns to Agent prompt written notice (for the benefit of any legal process affecting the Collateral, the Intellectual Property, such other property and assets, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent or Lender not to encumber its property. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any Lenders) a security interest in all of its Intellectual Propertyright, whether title and interest in and to all of Borrower's equipment, inventory, accounts and general intangibles, now owned or hereafter acquired, and all proceeds and products of the foregoing including proceeds of proceeds (collectively, the "Collateral"); provided, however, such security interests shall not encumber any assets of Borrower which are encumbered by security interests in favor of third parties as of the date hereof and which have been disclosed to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (Agent by Borrower in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreementswriting. Borrower shall cause its Subsidiaries will also take such commercially reasonable steps Agent determines are necessary to perfect and protect Lender's rights in and defend to the Collateral including, without limitation, executing and delivering to Agent UCC-1 Financing Statements for filing with such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, filing offices deemed appropriate by Agent and Borrower shall cause its Subsidiaries at all times reimburse Agent for the reasonable cost thereof. Agent agrees to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice subordinate the lien priority of any legal process affecting such Subsidiary’s assetsand all security interests held by Agent hereunder to any security interests granted to by Borrower to third parties who provide Borrower with debt financing to meet Borrower's working capital requirements.

Collateral. Borrower shall at all times (a) keep the Collateral, the Intellectual Property and all other property and assets used in Borrower’s business or in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and (b) shall give Agent prompt written notice of any known legal process affecting adverse to the Collateral, the Intellectual Property, or such other property and assets, in each case, with a value in excess of Five Hundred Thousand Dollars ($500,000), or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual PropertyProperty (except for Permitted Liens). Borrower shall not agree with any Person other than Agent or Lender the Lenders not to encumber its propertyproperty other than in connection with Permitted Liens. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its property (including Intellectual Property), whether now owned existing or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any Permitted License, and (cd) customary restrictions on the assignment assignment, sublicense or sublease of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any known legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting adverse to such Subsidiary’s assets, in each case, with a value in excess of One Million Dollars ($1,000,000).

Collateral. Borrower Each Loan Party shall at all times (a) keep the Collateral, the Intellectual Property Collateral and all other property and assets used in Borrowerand material to any Loan Party’s business or in which Borrower any Loan Party now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall (b) give Agent prompt written notice of any legal process affecting the Collateral, the Intellectual Propertyin each case with a value of $2,000,000 or more, such other property and assets, or any Liens thereon, provided provided, however, that the Collateral and such other property and or assets may be subject to Permitted Liens except that there Liens. No Loan Party shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent or Lender Lenders not to encumber its propertyproperty other than in connection with Permitted Liens. Borrower No Loan Party shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property (including Intellectual Property), whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party party, other than in each case (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and or letters of credit otherwise permitted hereby, (c) customary restrictions on the assignment of leases, licenses and other agreements, and (d) agreements and arrangements relating exclusively to any Excluded Assets, (e) restrictions and conditions imposed by Requirements of Law, and (f) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements (other than in respect of any Wholly Owned Subsidiary) entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person. Borrower Each Loan Party shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest materially adverse to such Subsidiary, and Borrower each Loan Party shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assets.

Collateral. The Borrower does hereby transfer, convey, mortgage, hypothecate, pledge, assign and grant a first priority security interest to the Lender in and to the Collateral and each and every item thereof to the extent of its right, title and interest therein TO HAVE AND TO HOLD the Collateral unto the Lender, and its successors and assigns, as security for the due and punctual payment and performance of the obligations hereunder; provided, however, that, and these presents are subject to the condition that, if the Borrower shall have indefeasibly paid or caused to be paid or performed all of the obligations hereunder which are due and owing on or before the Termination Date and no Event of Default shall have occurred and be subsisting, the security interest created by this Note shall terminate and be discharged and upon the request of the Borrower, the Lender shall execute and deliver to the Borrower, at the expense of the Borrower, such instruments of satisfaction and release as may be appropriate. This Note constitutes a security agreement for purposes of the Uniform Commercial Code in all times keep relevant jurisdictions. Upon an Event of Default, the Lender shall have all the rights and remedies of a secured party provided in the Uniform Commercial Code in force in New York. The Collateral is granted as security only and shall not subject the Lender to, or in any way affect or modify, any obligation or liability of the Borrower with respect to any of the Collateral or any transaction in connection therewith. The Borrower agrees that it will, in such manner and form as the Lender may require, execute, deliver, file and record any financing statement, specific assignment or other paper and take any other action that may be necessary or desirable, or that the Lender may request, in order to create, preserve, perfect or validate any security interest or to enable the Lender to exercise and enforce its rights hereunder with respect to any of the Collateral. To the extent permitted by applicable law, the Intellectual Property Borrower hereby authorizes the Lender to file, in the name of the Borrower or otherwise, Uniform Commercial Code financing statements (which may be carbon, photographic, photostatic or other reproductions of this Note or of a financing statement relating to this Note) which the Lender in its sole discretion may deem necessary or appropriate to further perfect its security interest in the Collateral. The Borrower hereby irrevocably appoints the Lender his true and lawful attorney, with full power of substitution, in the name of the Borrower, the Lender or otherwise, for the sole use and benefit of the Lender, but at the expense of the Lender, to the extent permitted by law to exercise, at any time and from time to time after an Event of Default has occurred and while it is continuing, all or any of the following powers with respect to all or any of the Collateral: (a) to demand, s▇▇ for, collect, receive and give acquittance for any and all monies due to become due upon or by virtue thereof; (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto; (c) to sell, transfer, assign or otherwise deal in or with the same or the proceeds or avails thereof, as fully and effectually as if the Lender were the absolute owner thereof; and (d) to extend the time of payment of any or all thereof and to make any allowance and other property and assets used in Borrower’s business or in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and adjustments with reference thereto; provided that the Lender shall give Agent prompt the Borrower not less than ten days’ prior written notice of the time and place of any legal process affecting sale or other intended disposition of any of the Collateral. The Lender and the Borrower agree that such notice constitutes “reasonable notification” within the meaning of Sections 9-611 and 9-612 of the Uniform Commercial Code. The Lender may, in its commercially reasonable judgment, determine to sell all or any part of the Collateral in a private sale. The Borrower acknowledges that any such private sale may be at prices and on terms less favorable to the Lender than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such private sale of Collateral subject to the aforesaid prohibitions shall not be deemed not to have been made in a commercially reasonable manner because such sale was effected in such manner and that the Lender shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the respective issuer thereof or obligor thereunder to register such Collateral for public sale. The Borrower covenants and agrees that in the event that any of the Collateral shall become subject to any lien or security interest (other than the lien and security interest in favor of the Lender created hereunder or under any other obligation of the Borrower to the Lender or Sovereign Bank), or the lien on and security interest in the Collateral in favor of the Lender created hereunder shall cease to be a perfected security interest in and lien on any of such Collateral except pursuant to a release herein contemplated, the Intellectual Property, Borrower will promptly take whatever action may be necessary to release such other property liens or security interests or to restore the Lender’s lien on and assets, or any Liens thereon, provided however, that security interest in the Collateral as a perfected security interest or lien, as the case may be. The Borrower acknowledges that money damages would not be a sufficient remedy for the breach of Borrower’s covenant in this paragraph and such that, in addition to all other property and assets remedies that may be subject to Permitted Liens except that there available, the Lender shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with entitled to specific performance as a remedy for any Person other than Agent or Lender not to encumber its property. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Property, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assetsbreach.

Collateral. Borrower shall at all times keep the Collateral, the Intellectual Property and all other property and assets used in Borrower’s business or in which Borrower now or hereafter holds any interest free and clear from any legal process (which could reasonably be expected to result in damages or liability in excess of Two Million Dollars ($2,000,000) individually or in the aggregate) or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice of any legal process affecting the Collateral, the any material Intellectual Property, such other property and assets, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual PropertyProperty other than (i) customary restrictions on assignment, sublicense or transfer that may exist in any license agreement where Borrower or a Subsidiary is the licensee (and not the licensor) and (ii) licenses of Intellectual Property that constitute Permitted Transfers where Borrower or a Subsidiary is the licensor. Borrower shall not agree with any Person other than Agent or Lender the Lenders not to encumber its propertyproperty other than pursuant to any such restrictions that are customary in leases, subleases or any license agreement where Borrower or a Subsidiary is the licensee (and not the licensor). Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its property (including Intellectual Property), whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) imposed by Law and (cd) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual PropertyProperty other than (i) customary restrictions on assignment, sublicense or transfer that may exist in any license agreement where Borrower or a Subsidiary is the licensee (and not the licensor) and (ii) licenses of Intellectual Property that constitute Permitted Transfers where Borrower or a Subsidiary is the licensor), and shall give Agent prompt written notice of any legal process adversely affecting such Subsidiary’s assets.

Collateral. Borrower shall at all times keep the Collateral, the Intellectual Property Collateral and all other property and assets used in Borrower’s business or in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice of any legal process affecting the Collateral, the Intellectual Property, such other property and assets, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent or Lender the Lenders not to encumber its property. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its property (including Intellectual Property), whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assets.

Collateral. Borrower shall at all times keep the Collateral, the Intellectual Property Collateral and all other property and assets used in Borrower’s business or in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice of any legal process affecting the Collateral, the Intellectual Property, such other property and assets, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent or the Lender not to encumber its property. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its property (including Intellectual Property), whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assets.

Collateral. (a) Borrower agrees that it will not, and shall use commercially reasonable efforts to cause CPLV Tenant to not, do any act, or omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any act), whereby any material IP Collateral would be reasonably likely to become invalidated, abandoned or dedicated to the public. (b) Borrower (either through itself or its licensees or sublicensees) shall, and shall use commercial reasonable efforts to cause CPLV Tenant to, as to each material Trademark included in the IP Collateral, reasonably maintain the quality of the products and services offered under such Trademark. Borrower shall not and shall use commercially reasonable efforts to cause CPLV Tenant to not amend, modify or terminate the CPLV Trademark License Agreement or the CPLV Trademark Security Agreement without the prior written consent of Lender. (c) If Borrower shall, at all times keep any time after the date hereof, obtain any additional rights under CPLV Intellectual Property or IP Licenses (including any security interests therein), then the provisions of this Agreement shall automatically apply (to the extent permitted under the terms of any such IP License) thereto to the extent of Borrower’s interest therein and any such Intellectual Property and/or IP Licenses shall automatically constitute IP Collateral and Collateral and shall be subject to the lien and security interest created by the IP Security Agreement, or any other Loan Document without further action by any party. (d) Borrower shall promptly notify Lender if Borrower knows or has reason to know that any IP Collateral that is material to the use, ownership, management, leasing, renovation, financing, development, operation and maintenance of the Property is reasonably likely to become inadvertently abandoned or dedicated to the public, or of any final adverse determination or development (including the institution of, or any such final materially adverse determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office, or any court or similar office of any other country, but excluding any determinations of Intellectual Property Offices issued in the ordinary course of prosecuting an Intellectual Property application) regarding Borrower’s ownership of such IP Collateral or, its right to register or maintain the same. (e) If Borrower knows that any IP Collateral has been or is being misappropriated, diluted, infringed, or otherwise violated by a third party in such a manner that would reasonably be expected to have a Material Adverse Effect on the IP Collateral or Borrower’s interest therein or the condition (financial or otherwise) or business of Borrower or the condition or ownership of the IP Collateral, the Intellectual Property then Borrower shall promptly notify Lender and all other property shall take reasonable and assets used appropriate actions to protect Borrower’s rights in such IP Collateral, such actions to be determined in Borrower’s reasonable business judgment. (f) Upon the occurrence and during the continuance of any Event of Default, Borrower shall use commercially reasonable efforts to obtain all requisite consents or in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens)approvals by the licensor of each IP License to, if necessary, and shall give Agent prompt written notice if permissible under the terms of any legal process affecting such IP License, effect the Collateralassignment of Borrower’s right, the Intellectual Propertytitle, and interest in such other property and assets, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject IP License to Permitted Liens except that there Lender. (g) There shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent respect to, or Lender not to encumber its property. Borrower shall not enter into upon, or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Property, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary no restrictions on the assignment transferability of leasesthe IP Collateral, licenses other than the Permitted Encumbrances and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assetsas set forth in the IP Licenses.

Collateral. Borrower shall at all times keep the Collateral, the Intellectual Property and all other property and assets used in Borrower’s business or in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice of any legal process affecting the Collateral, the Intellectual Property, such other property and assets, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent or Lender the Lenders not to encumber its property. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its property (including Intellectual Property), whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital finance lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assets.

Collateral. Borrower shall at all times keep the Collateral, the Intellectual Property and all other property and assets used in Borrower’s business or in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice of any legal process affecting the Collateral, the Intellectual Property, such other property and assets, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens Liens, except that there shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent or Lender not to encumber its property. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Property, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assets.

Collateral. The Borrower does hereby transfer, convey, mortgage, hypothecate, pledge, assign and grant a security interest to the Lender in and to the Collateral and each and every item thereof to the extent of its right, title and interest therein TO HAVE AND TO HOLD the Collateral unto the Lender, and its successors and assigns, as security for the due and punctual payment and performance of the obligations hereunder; provided, however, that, and these presents are subject to the condition that, if the Borrower shall have indefeasibly paid or caused to be paid or performed all of the obligations hereunder which are due and owing on or before the Termination Date and no Event of Default shall have occurred and be subsisting, the security interest created by this Note shall terminate and be discharged and upon the request of the Borrower, the Lender shall execute and deliver to the Borrower on demand, at the expense of the Borrower, such instruments of satisfaction and release as may be appropriate. This Note constitutes a security agreement for purposes of the Uniform Commercial Code in all times keep relevant jurisdictions. Upon an Event of Default, the Lender shall have all the rights and remedies of a secured party provided in the Uniform Commercial Code in force in New York. The Collateral is granted as security only and shall not subject the Lender to, or in any way affect or modify, any obligation or liability of the Borrower with respect to any of the Collateral or any transaction in connection therewith. The Borrower agrees that it will, in such manner and form as the Lender may require, execute, deliver, file and record any financing statement, specific assignment or other paper and take any other action that may be necessary or desirable, or that the Lender may request, in order to create, preserve, perfect or validate any security interest or to enable the Lender to exercise and enforce its rights hereunder with respect to any of the Collateral. To the extent permitted by applicable law, the Intellectual Property Borrower hereby authorizes the Lender to file, in the name of the Borrower or otherwise, Uniform Commercial Code financing statements (which may be carbon, photographic, photostatic or other reproductions of this Note or of a financing statement relating to this Note) which the Lender in its sole discretion may deem necessary or appropriate to further perfect its security interest in the Collateral. The Borrower hereby irrevocably appoints the Lender his true and lawful attorney, with full power of substitution, in the name of the Borrower, the Lender or otherwise, for the sole use and benefit of the Lender, but at the expense of the Lender, to the extent permitted by law to exercise, at any time and from time to time after an Event of Default has occurred and while it is continuing, all or any of the following powers with respect to all or any of the Collateral: (a) to demand, s▇▇ for, collect, receive and give acquittance for any and all monies due to become due upon or by virtue thereof; (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto; (c) to sell, transfer, assign or otherwise deal in or with the same or the proceeds or avails thereof, as fully and effectually as if the Lender were the absolute owner thereof; and (d) to extend the time of payment of any or all thereof and to make any allowance and other property and assets used in Borrower’s business or in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and adjustments with reference thereto; provided that the Lender shall give Agent prompt the Borrower not less than ten days’ prior written notice of the time and place of any legal process affecting sale or other intended disposition of any of the Collateral. The Lender and the Borrower agree that such notice constitutes “reasonable notification” within the meaning of Sections 9-611 and 9-612 of the Uniform Commercial Code. The Lender may, in its commercially reasonable judgment, determine to sell all or any part of the Collateral in a private sale. The Borrower acknowledges that any such private sale may be at prices and on terms less favorable to the Lender than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such private sale of Collateral subject to the aforesaid prohibitions shall not be deemed not to have been made in a commercially reasonable manner because such sale was effected in such manner and that the Lender shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the respective issuer thereof or obligor thereunder to register such Collateral for public sale. The Borrower covenants and agrees that in the event that any of the Collateral shall become subject to any lien or security interest (other than the lien and security interest in favor of the Lender created hereunder or under any other obligation of the Borrower to the Lender, Bridge Bank or the persons listed on Exhibit A), or the lien on and security interest in the Collateral in favor of the Lender created hereunder shall cease to be a perfected security interest in and lien on any of such Collateral except pursuant to a release herein contemplated, the Intellectual Property, Borrower will promptly take whatever action may be necessary to release such other property liens or security interests or to restore the Lender’s lien on and assets, or any Liens thereon, provided however, that security interest in the Collateral as a perfected security interest or lien, as the case may be. The Borrower acknowledges that money damages would not be a sufficient remedy for the breach of Borrower’s covenant in this paragraph and such that, in addition to all other property and assets remedies that may be subject to Permitted Liens except that there available, the Lender shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with entitled to specific performance as a remedy for any Person other than Agent or Lender not to encumber its property. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Property, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assetsbreach.

Collateral. Borrower shall at provide Collateral as determined and agreed upon by the Borrower and Lender consistent with the Terms of Credit in Exhibit C and memorialized using the Loan Term Sheet attached as Exhibit B. The Collateral will be defined as a percentage of the value of the Borrowed Asset, such value determined by a spot rate agreed upon in the Loan Term Sheet. Borrower hereby pledges to Lender all times keep Collateral conveyed, transferred and delivered to Lender from time to time pursuant to this Agreement, and hereby grants a first priority security interest therein, a Lien thereon, and in the Collateralevent of a default hereunder a right of set-off against any amounts owed by ▇▇▇▇▇▇ to Borrower pursuant to this Agreement. Such lien and security interest shall secure the discharge of all obligations and liabilities of the Borrower under this Agreement, the Intellectual Property and all other property and assets used in Borrower’s business or in which Borrower whether now existing or hereafter holds arising (including any interest free and clear from fees that may accrue after the commencement by or against the Borrower of any legal process bankruptcy, insolvency, reorganization or Liens whatsoever (except for Permitted Lienssimilar proceeding). Lender shall hold, and be in control of, all Collateral in an account in the name of the Lender which shall give Agent prompt written notice be considered, for the purposes of the Agreement as titleholder, lienholder, and entitlement holder of the Collateral until redelivery of the amounts owed under the Loan (along with due interest and any legal process affecting other amounts owed hereunder) by the CollateralBorrower. To the extent that any financing statement is filed by Lender to perfect its security interest in posted Collateral pursuant to this Agreement and any Loan hereunder, the Intellectual Propertywith any applicable office, such other secretary of state, district recorder of deeds, personal property and assetssecurity register, or any Liens thereonother appropriate instrumentality, provided howeverprincipality, that the Collateral and province or government agency, Borrower hereby waives any right to receive a copy of such other property and assets filing from Lender. Further, in any jurisdiction where approval may be subject interpreted as being required for the filing of any financing statement (or similar instrument), Borrower hereby grants such approval to Permitted Liens except that there Lender to make such filing pursuant to a Loan hereunder. Notwithstanding anything to the contrary herein, any such financing statement filed by ▇▇▇▇▇▇ shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent or Lender not narrowly tailored to encumber its property. Borrower shall not enter into or suffer perfect ▇▇▇▇▇▇’s security interest solely to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Property, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assetsCollateral.

Collateral. Borrower shall at all times keep the Collateral, the Intellectual Property and all other property and assets used in Borrower’s business or in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice of any legal process of which Borrower has knowledge affecting the Collateral, the Intellectual Property, such Property or Borrower’s other property and assets, or any Liens thereonin each case, provided with a value in excess of $50,000, provided, however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person Property other than Agent (i) customary restrictions on assignment, sublicense or Lender transfer that may exist in any license agreement where Borrower or a Subsidiary is the licensee (and not to encumber its propertythe licensor) and (ii) licenses of intellectual property that constitute Permitted Transfers. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its property (including Intellectual Property), whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, and (b) in connection with any agreements governing any purchase money Permitted Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreementsPermitted Transfers. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such SubsidiarySubsidiary (other than holders of Permitted Liens with respect to the property subject to the Permitted Lien only), and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens); provided, provided however, that there shall be no Liens whatsoever on Intellectual PropertyProperty other than (i) customary restrictions on assignment, sublicense or transfer that may exist in any license agreement where Borrower or a Subsidiary is the licensee (and not the licensor) and (ii) licenses of intellectual property that constitute Permitted Transfers), and shall give Agent prompt written notice of any legal process of which Borrower has knowledge affecting such Subsidiary’s assetsassets with a value in excess of $50,000.

Collateral. Borrower Each Loan Party shall at all times (a) keep the Collateral, the Intellectual Property Collateral and all other property and assets used in Borrowersuch Loan Party’s business or in which Borrower such Loan Party now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and (b) shall give Agent prompt written notice of any legal process affecting the Collateral, the Intellectual Property, such other property and assets, or any Liens thereon, provided however, that the Collateral and such other property and or assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual Property. Borrower No Loan Party shall not agree with any Person other than Agent or Lender not Lenders to encumber its propertyproperty other than in connection with Permitted Liens. Borrower No Loan Party shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property (including Intellectual Property), whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (ai) this Agreement and the other Loan Documents, (bii) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (ciii) customary restrictions on the assignment of leases, licenses and other agreements. Borrower Each Loan Party shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower such Loan Party shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assets.

Collateral. ▇▇▇▇▇▇▇▇ has granted or will grant Bank a security interest in the collateral described in the security instruments as are executed from time to time. The foregoing shall be evidenced by and subject to the terms of such security agreements, financing statements, deeds or mortgages, and other documents as Bank shall reasonably require, all in form and substance satisfactory to Bank and Borrower. Borrower shall permit any of Bank’s duly authorized employees or agents the right, at all times keep any reasonable time and from time to time, to conduct audits and examine the Collateral and to visit and inspect the Collateral and to examine and take abstracts from its books and records (if any) related to the Collateral, all at Bank’s expense; provided that, if an Event of Default (as hereinafter defined) beyond any applicable notice and/or cure period shall be in existence at the Intellectual Property time such inspection is made, such audits and all other property and assets used in examinations will be at Borrower’s expense, and Borrower shall pay to Bank within ten (10) business or in which Borrower now or hereafter holds any interest free days following receipt of an invoice therefor the full amount of all charges, costs and clear from any legal process or Liens whatsoever expenses (except for Permitted Liensto include fees paid to third parties and out-of-pocket expenses of Bank personnel), expended or incurred by Bank in connection with the foregoing audit and examinations. Borrower also shall give Agent prompt written notice pay to Bank within ten (10) business days following receipt of an invoice therefor all filing and recording fees, costs of any legal process affecting appraisals and the title insurance in connection with the Collateral; provided, the Intellectual Property, such other property and assets, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with be responsible for any Person other than Agent or Lender not to encumber its property. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Property, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than such costs and fees except as such costs and fees are incurred (a) this Agreement and in connection with the other original closing of the Term Loan Documentswith Draw Period, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which caseat the request of Borrower, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on upon the assignment mutual agreement of leasesBorrower and Bank, licenses (d) upon the occurrence and during the continuance of an Event of Default, or (e) as the result of a requirement by the regulations of the Federal Reserve Board or the Office of the Comptroller of the Currency, or any other agreementsregulatory agency. Borrower Releases of Individual Property. So long as no Default or Event of Default shall cause its Subsidiaries have occurred and be continuing under the Loan Documents, Bank agrees, upon the request of ▇▇▇▇▇▇▇▇, to protect release a Property from the lien of the Mortgage securing the Term Loan with Draw Period upon the payment to Bank of the Required Release Amount (as hereinafter defined). During the Draw Period, the “Required Release Amount”, if any, means an amount equal to the aggregate outstanding principal balance of the Term Loan with Draw Period at such time, minus the Maximum Aggregate Amount immediately following the release of the applicable Property. Upon the expiration of the Draw Period and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times thereafter, the “Required Release Amount” means an amount equal to keep the sum of (a) the aggregate outstanding principal balance of the Term Loan with Draw Period at such Subsidiary’s property time, minus (b) an amount equal to the Loan to Value Ratio at such time multiplied by the lesser of the Appraised Value or cost of each of the Properties for which a release has not been requested or required as hereinafter provided, plus (c) all accrued interest and assets free other expenses payable under the Loan Documents. Upon payment by Borrower of the Required Release Amount and clear release of the applicable Property from the lien of the Mortgage, any legal process or Liens whatsoever Guarantor (except for Permitted Liensother than Group 1) that occupies and operates the applicable Property as a Tenant shall be released as a Guarantor and its Guaranty Agreement terminated; provided, provided however, that there if such Guarantor occupies and operates more than one Property as a Tenant, such Guarantor shall be no Liens whatsoever released from its Guaranty Agreement only as to the portion of the Loan allocated to the released Property. Notwithstanding anything to the contrary set forth herein, certain Properties listed on Intellectual Exhibit 1.5.2 are designated as being affiliated with and/or useful to the operations of one or more other Properties listed on Exhibit 1.5.2 and any such Properties which are so designated as being so affiliated/useful to the operations of another are referred to as an “Affiliated Property Group”. If Borrower shall request release of a Property from the lien of the Mortgage securing the Term Loan with Draw Period and such Property is included within an Affiliated Property Group, Bank reserves the right, within three (3) days of receipt of Borrower’s written request for release of such Property from the lien of the Mortgage, to require that the Required Release Amount be paid for each and/or any other Property included within such Affiliated Property Group and each such Property included within such Affiliated Property Group also shall be released upon payment of the Required Release Amount for such Property). At such time as the aggregate Appraised Values of the Dealership Properties comprise less than fifty percent (50%) of the aggregate Appraised Values of all of the then remaining Properties, Bank reserves the right at any time thereafter, upon thirty (30) days prior written notice, to require that the Required Release Amount be paid for each and/or any Property which is not a Dealership Property and each such Property which is not a Dealership Property also shall give Agent prompt written notice be released upon payment of any legal process affecting the Required Release Amount for such Subsidiary’s assetsProperty.

Collateral. Borrower shall Maintain all tangible Collateral in good condition; insure insurable Collateral for its full replacement cost under an insurance policy acceptable to Lender that names Lender as loss payee; execute, deliver and file, or cause the execution, delivery and filing of, any and all documents (including without limitation, financing statements and continuation statements), necessary or desirable for the Lender to create, perfect, preserve, validate or otherwise protect a first priority lien and security interest in the Collateral; maintain, or cause to be maintained, at all times keep times, the Lender’s first priority lien and security interest in the Collateral; immediately upon learning thereof, report to the Lender any reclamation, return or repossession of any goods forming a part of the Collateral, any claim or dispute asserted by any debtor or other obligor owing an obligation to Borrower, and any other matters affecting the Intellectual Property value or enforceability or collectibility of any of the Collateral; defend the Collateral against all claims and demands of all persons at any time claiming the same or any interest therein adverse to the Lender, and pay all costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with such defense; at Borrower’s sole cost and expense (including reasonable attorneys’ fees and expenses), settle any and all other property claims, demands and assets used in Borrower’s business disputes, and indemnify and protect the Lender against any liability, loss or in which Borrower now or hereafter holds any interest free and clear expenses arising from any legal process such claims, demands or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice disputes or out of any legal process affecting such reclamation, return or repossession of goods forming a part of the Collateral; however, if the Lender shall so elect, the Intellectual Property, such other property and assets, or any Liens thereon, provided however, that Lender shall have the Collateral and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent or Lender not to encumber its property. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Property, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries right at all times to keep settle, compromise, adjust or litigate all claims and disputes directly with the Customer or other obligor owing an obligation to Borrower upon such Subsidiary’s property terms and assets free conditions as the Lender deems advisable, and clear from any legal process or Liens whatsoever all costs and expenses thereof (except for Permitted Liens, provided however, that there including reasonable attorneys’ fees and expenses) shall be no Liens whatsoever on Intellectual Property), incurred for the account of the Borrower and shall give Agent prompt written notice constitute a part of the obligations owed to the Lender and secured pursuant to this Agreement. The foregoing indemnification obligations shall survive the payment of the Revolving Loan and the termination of this Agreement but shall not extend to any legal process affecting such Subsidiary’s assetssuit, proceeding or action arising out of the Lender's gross negligence or willful misconduct.

Collateral. Borrower shall at all times keep the Collateral, the Intellectual Property and all other property and assets used in Borrower’s 's business or in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice of any legal process affecting the Collateral, the Intellectual Property, such other property and assets, or any Liens thereon, provided provided, however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent or Lender not to encumber its property. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Property, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s 's title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s 's property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided provided, however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s 's assets.

Collateral. Borrower shall at all times keep the Collateral, the Intellectual Property and all other material property and material assets used in Borrower’s business or in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice of any legal process affecting the Collateral, the Intellectual Property, such other material property and material assets, or any Liens thereon, provided however, that the Collateral and such other material property and material assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent or Lender not to encumber its propertymaterial property (including Intellectual Property). Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its material property (including Intellectual Property), whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, and (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the material assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreementsin connection with any Permitted Liens or Permitted Transfers. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its material assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s material property and material assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s material assets.

Collateral. Borrower If an Event of Default has occurred and is continuing, Lender shall at have, in addition to all times keep the Collateralother rights of Lender, the Intellectual Property rights and all other property and assets used remedies of a secured party under the UCC. At any time when an Event of Default is in Borrower’s business existence: (i) Lender may notify Account Debtors to make payment directly to Lender or in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens)to such address as Lender may specify, and shall give Agent prompt written notice enforce, settle or adjust Accounts, General Intangibles or Chattel Paper with Account Debtors or obligors thereon for amounts and upon terms which Lender considers appropriate, and in such case, Lender will credit the Obligations with only the net amounts received by Lender in payment thereof after deducting all Lender Expenses incurred or expended in connection therewith; (ii) Lender may take possession of any legal process affecting the Collateral, the Intellectual Property, such other property and assets, or any Liens thereon, provided however, that the Collateral and keep it on Credit Parties’ or Guarantor’s premises or remove all or any part of it to another location selected by Lender; (iii) on request by Lender, Credit Parties and Guarantor will, at Credit Parties’ and Guarantor’s cost, assemble the Collateral and make it available to Lender at a place reasonably convenient to Lender; and (iv) Lender may, to the fullest extent permitted by Applicable Law, sell or otherwise dispose of any Collateral at public or private sales, for cash, upon credit or otherwise, at such prices and upon such terms as Lender deems appropriate. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender will give the appropriate Credit Party or Guarantor reasonable notice of the time and place of any public sale thereof or of the time after which any private sale or any other property intended disposition thereof is to be made. For this purpose, it is agreed that at least ten (10) days’ notice of the time of sale or other intended disposition of the Collateral delivered in accordance with Section 13.6 shall be deemed to be reasonable notice in conformity with the UCC. Lender may adjourn or otherwise reschedule any public sale by announcement at the time and assets place specified in the notice of such public sale, and such sale may be subject made at the time and place as so announced without necessity of further notice. Lender shall not be obligated to Permitted Liens except that there sell or dispose of any Collateral, notwithstanding any prior notice of intended disposition. If any Collateral is sold on terms other than payment in full at the time of sale, no credit shall be no Liens whatsoever on Intellectual Propertygiven in reduction of the Obligations until Lender receives payment in cash, and if any such buyer defaults in payment, Lender may resell the Collateral without further notice to Credit Parties and Guarantor. Borrower shall not agree with In the event Lender seeks to take possession of all or any Person other than Agent or Lender not to encumber its property. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits portion of the ability Collateral by judicial process, each Credit Party and Guarantor waives the posting of any Borrower bond, surety or security with respect thereto which might otherwise be required. Each Credit Party and Guarantor agrees that Lender has no obligation to createpreserve rights to the Collateral or marshal any Collateral for the benefit of any Person. Lender is hereby granted a license or other right to use, incurwithout charge, assume each Credit Party’s and Guarantor’s Proprietary Rights in completing production of, advertising or suffer selling any Collateral, and each Credit Party’s and Guarantor’s rights under all licenses shall inure to exist Lender’s benefit for such purpose. The proceeds of any Lien upon any sale or disposition of its Intellectual Property, whether now owned or hereafter acquired, Collateral shall be applied to secure its obligations the Obligations as set forth in Section 4.7. The rights and remedies of the Lender under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there Documents shall be no Liens whatsoever on Intellectual Property)cumulative. The Lender shall have all other rights and remedies not inconsistent herewith as provided under the UCC, and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assetsother Applicable Law or in equity.

Collateral. Borrower shall at all times keep the Collateral, the Intellectual Property and all other property and assets used in Borrower’s business or in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice of any legal process affecting the Collateral, the Intellectual Property, Property and such other property and assets, or any Liens thereon; provided, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens Liens, except that there shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent or Lender the Lenders not to encumber its propertyproperty (including the Intellectual Property). Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its property (including Intellectual Property), whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens; provided, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assets.

Collateral. Borrower shall at all times keep the Collateral, the Intellectual Property and all other property and assets used in Borrower’s business or in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice of any legal process that is reasonably likely to result in damages, expenses or liabilities in excess of $500,000 affecting the Collateral, the Intellectual Property, such other property and assets, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual PropertyProperty (other than any Permitted Liens). Borrower shall not agree with any Person other than Agent or Lender not to encumber its propertyproperty other than in connection with any Permitted Indebtedness, Permitted Transfers, and/or Permitted Liens. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Property, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided provided, however, that there shall be no Liens whatsoever on Intellectual PropertyProperty (other than any Permitted Liens)), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assetsassets that is reasonably likely to result in damages, expenses or liabilities in excess of $500,000. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Collateral. Borrower shall at all times keep the Collateral, the Intellectual Property and all other property and assets used in Borrower’s business or in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice of any legal process affecting the Collateral, the Intellectual Property, such other property and assets, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent or Lender not to encumber its property. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Property, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this The Collateral, to the extent possession thereof is not delivered to Lender, will be kept at the address set forth in Section 8.09 or held by Broker pursuant to the terms of the Securities Pledge and Security Agreement and Borrower will not remove the other Loan Documents, Collateral from such location without providing at least thirty (30) days’ prior written notice to Lender. (b) any agreements governing any purchase money Liens or capital lease obligations otherwise Except for the security interest herein granted and encumbrances permitted hereby (in which casehereby, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets be the owner of the Collateral free from and against all Persons claiming any adverse claim, lien, security interest adverse to such Subsidiaryor other encumbrance, and Borrower shall cause its Subsidiaries defend the same against all claims and demands of all persons at all times any time claiming the same or any interests therein adverse to keep such Subsidiary’s property and assets free and clear from Lender. (c) Except as permitted by the terms hereof, Borrower shall not (A) permit any of the Collateral to be levied upon under any legal process process, (B) permit anything to be done that may impair the security intended to be afforded by this Agreement, nor (C) permit any tangible Collateral to become attached to or Liens whatsoever commingled with other goods without the prior written consent of Lender. (except for Permitted Liensd) Borrower will keep the Collateral in good order and repair, provided howeverwill not permit anything to be done that may materially impair the value of any of the Collateral and will not use the same in violation of law or any policy of insurance thereon. (e) Lender and its representatives will be permitted to make any examination, inspection, verification or audit of the Collateral that there Lender deems necessary or proper. All reasonable expenses incurred by Lender in making such examination, inspection, verification or audit shall be no Liens whatsoever reimbursed by Borrower upon Lender’s demand and shall constitute a part of the obligations to Lender until fully reimbursed. (f) Borrower will pay (A) promptly when due, all costs of and taxes on Intellectual Property)the filing of financing statements, continuation statements, termination statements and any other publicly filed documents with respect to the security interests created hereby, (B) prior to delinquency, all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of such Collateral or incurred in connection with this Agreement, (C) upon demand by Lender, any and all expenses, including reasonable attorneys’ fees and disbursements, incurred or paid by Lender in protecting, preserving or enforcing Lender’s rights under or in respect of this Agreement, the Loan or other obligations from Borrower to Lender or any of the Collateral, and shall give Agent prompt (D) upon demand by Lender, interest on any of the foregoing amounts due and owing from Borrower to Lender hereunder, from the date due until paid, at the Default Rate. (g) Without the prior written notice approval of any legal process affecting such Subsidiary’s assetsLender, Borrower will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral other than (A) sales of inventory in the ordinary course of business and (B) dispositions of obsolete or worn-out items of tangible Collateral that are replaced with items of equivalent utility and function.

Collateral. Borrower shall at all times keep the Collateral, the Intellectual Property and all other property and assets used in Borrower’s business or in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice of any legal process that is reasonably likely to result in damages, expenses or liabilities in excess of $500,000 affecting the Collateral, the Intellectual Property, such other property and or assets, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent or Lender Lenders not to encumber its propertyproperty other than in connection with Permitted Liens. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its property (including Intellectual Property), whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause each of its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause each of its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assetsthat is reasonably likely to result in damages, expenses or liabilities in excess of $500,000.

Collateral. Borrower shall at all times keep the Collateral, the Intellectual Property and all other property and assets used in Borrower’s business or in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice of any legal process affecting the Collateral, the Intellectual Property, such other property and assets, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent or Lender the Lenders not to encumber its property. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its property (including Intellectual Property), whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, for the avoidance of doubt, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assets.

Collateral. Borrower shall at all times keep the Collateral, the Intellectual Property and all other property and assets used in Borrower’s business or in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice of any legal process that is reasonably likely to result in damages, expenses or liabilities in excess of $500,000 affecting the Collateral, the Intellectual Property, such other property and assets, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual PropertyProperty (other than any Permitted Liens). Borrower shall not agree with any Person other than Agent or Lender not to encumber its propertyproperty other than in connection with any Permitted Indebtedness, Permitted Transfers, and/or Permitted Liens. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Property, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided provided, however, that there shall be no Liens whatsoever on Intellectual PropertyProperty (other than any Permitted Liens)), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assetsassets that is reasonably likely to result in damages, expenses or liabilities in excess of $500,000.

Collateral. Borrower shall at all times keep the Collateral, the Intellectual Property Collateral and all other property and assets used in Borrower’s business or in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent Lender prompt written notice of any legal process affecting (i) the Collateral, the Intellectual Property, such other property and assets, to the extent the same could reasonably be expected to have a Material Adverse Effect, or (ii) any Liens of Lender thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent or Lender not to encumber its property. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Property, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent Lender prompt written notice of any legal process affecting such Subsidiary’s assets, to the extent the same could reasonably be expected to have a Material Adverse Effect, or any Lien of Lender thereon. Borrower shall not agree with any Person other than Lender not to encumber its property; provided that the foregoing shall not apply to (i) restrictions and conditions existing on the date hereof identified on Schedule 7.6, (ii) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness or to Subordinated Indebtedness, (iii) restrictions or conditions imposed by any agreement relating to unsecured Indebtedness permitted by this Agreement if such restrictions or conditions do not prohibit the Secured Obligations to be secured by all assets of Borrower and (iv) customary provisions in leases and other contracts restricting the assignment thereof.

Collateral. Borrower shall at all times keep the Collateral, the Intellectual Property Property, and all other property and assets used in Borrower’s business or in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent Lender prompt written notice of any legal process affecting the Collateral, the Intellectual Property, such other property and assets, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent or Lender not to encumber its property. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Property, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent Lender prompt written notice of any legal process affecting such Subsidiary’s assets. Borrower shall not agree with any Person other than Lender not to encumber its property. Borrower shall maintain a duplicate copy of all of (i) Borrower’s software, source codes, trade secrets and inventions (whether or not patented or patentable), (ii) Borrower’s technical information, procedures, processes, designs, knowledge, and know-how, (iii) Borrower’s data bases, models and drawings, and (iv) Borrower’s other Intellectual Property at the Intellectual Property Location, which shall be promptly updated from time to time whenever the Intellectual Property Location is changed. The Intellectual Property Location shall not be subject to any lease, lien or third-party restriction that in any way limits Lender’s right to access such Intellectual Property upon the occurrence of an Event of Default.

Collateral. Each Borrower shall at all times keep the Collateral, the Intellectual Property and all other property and assets used in Borrower’s Borrowers’ business or in which such Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice of any known legal process affecting the Collateral, the Intellectual Property, such other property and assets, in each case, with a value in excess of $250,000, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual Property. No Borrower shall not agree with any Person other than Agent or Lender the Lenders not to encumber its propertyproperty (other than holders of Permitted Liens). No Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its property (including Intellectual Property), whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Each Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and each Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any known legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assetsassets with a value in excess of $250,000.

Collateral. Borrower shall Maintain all tangible Collateral in good condition; insure insurable Collateral for its full replacement cost under an insurance policy acceptable to the Lender that names Lender as loss payee; execute, deliver and file, or cause the execution, delivery and filing of, any and all documents (including without limitation, financing statements, continuation statements or other writings or records), necessary or desirable for the Lender to create, perfect, preserve, validate or otherwise protect a first priority lien and security interest in the Collateral; maintain, or cause to be maintained, at all times keep times, the Lender’s first priority lien and security interest in the Collateral; within three (3) Business Days of learning thereof, report to the Lender any reclamation, return or repossession of any goods forming a part of the Collateral, any claim or dispute asserted by any account debtor or other obligor owing an obligation to the Intellectual Property Borrower, and any other matters affecting the value or enforceability or collectibility of any of the Collateral; defend the Collateral against all claims and demands of all Persons at any time claiming the same or any interest therein adverse to the Lender, and pay all costs and expenses (including attorneys’ fees and expenses) incurred in connection with such defense; at the Borrower’s sole cost and expense (including attorneys’ fees and expenses), settle any and all other property claims, demands and assets used in Borrower’s business disputes, and indemnify and protect the Lender against any liability, loss or in which Borrower now or hereafter holds any interest free and clear expenses arising from any legal process such claims, demands or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice disputes or out of any legal process affecting such reclamation, return or repossession of goods forming a part of the Collateral; however, if the Lender shall so elect, the Intellectual Property, such other property and assets, or any Liens thereon, provided however, that Lender shall have the Collateral and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent or Lender not to encumber its property. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Property, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries right at all times to keep settle, compromise, adjust or litigate all claims and disputes directly with the Customer or other obligor owing an obligation to the Borrower upon such Subsidiary’s property terms and assets free conditions as the Lender deems advisable, and clear from any legal process or Liens whatsoever all costs and expenses thereof (except for Permitted Liens, provided however, that there including attorneys’ fees and expenses) shall be no Liens whatsoever on Intellectual Property)incurred for the account of the Borrower and shall constitute a part of the obligations owed to the Lender and secured pursuant to this Agreement. The Borrower’s Equipment, goods and other tangible personal property set forth in Schedule 6.13 attached hereto and made a part hereof shall be kept and maintained at the locations set forth in said Schedule 6.13; the Borrower shall not relocate or move the Equipment, goods or other tangible personal property without the Lender’s prior written consent, which shall not be unreasonably withheld. If Lender consents to the relocation of certain Equipment, goods or other tangible personal property, the Borrower shall execute, and hereby irrevocably authorizes the execution by the Lender of, all documents, records or financing statements, and the Borrower shall give Agent prompt written notice of any legal process affecting take such Subsidiaryaction as the Lender may request to assure that the Lender’s assetsfirst priority security interest in the Equipment, goods and tangible personal property continues to be perfected under the Uniform Commercial Code or other applicable laws.

Collateral. Borrower Each Loan Party shall at all times keep the Collateral, the Intellectual Property Collateral and all other property and assets used in Borrower’s the Loan Parties’ business or in which Borrower the Loan Parties now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for other than Permitted Liens), ) and shall give Agent prompt written notice of any 4810-9912-0636 v.15 legal process affecting the Collateral, the Intellectual Property, such other property and assets, or any Liens thereon, provided however, that other than as permitted pursuant to this Agreement and the Collateral and such other property and assets may be subject to Permitted Liens except that there Loan Documents. No Loan Party shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent or Lender not to encumber its property, other than Permitted Liens and as otherwise permitted pursuant to this Agreement and the Loan Documents. Borrower No Loan Party shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower Loan Party to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Property, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than pursuant to (ax) this Agreement and the other Loan Documents, (by) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and or (cz) customary restrictions on the assignment of leases, licenses and other agreements. Borrower Each Loan Party shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assets.

Collateral. Borrower shall at all times keep the Collateral, the Intellectual Property Collateral and all other property and assets used in Borrower’s business or in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice of any legal process that is reasonably likely to result in damages, expenses or liabilities in excess of $1,000,000 affecting the Collateral, the Intellectual Property, such other property and or assets, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual PropertyLiens. Borrower shall not agree with any Person other than Agent or Lender Lenders not to encumber its propertyproperty other than in connection with Permitted Liens. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its property (including Intellectual Property), whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause each of its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause each of its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assetsthat is reasonably likely to result in damages, expenses or liabilities in excess of $500,000.

Collateral. Borrower Maintain all tangible Collateral in good condition, wear and tear and casualty loss excluded; insure insurable Collateral for its full replacement cost under an insurance policy acceptable to Lender that names Lender as loss payee; execute, deliver and file, or cause the execution, delivery and filing of, any and all documents (including without limitation, financing statements, continuation statements or other writings or records), necessary or desirable for the Lender to create, perfect, preserve, validate or otherwise protect a first priority lien and security interest in the Collateral; maintain, or cause to be maintained, at all times, the Lender's first priority lien and security interest in the Collateral; immediately upon learning thereof, report to the Lender any reclamation, return or repossession of any goods forming a part of the Collateral, any claim or dispute asserted by any account debtor or other obligor owing an obligation to Borrower, and any other matters affecting the value or enforceability or collectibility of any of the Collateral; defend the Collateral against all claims and demands of all Persons at any time claiming the same or any interest therein adverse to the Lender, and pay all costs and expenses (including attorneys' fees and expenses) incurred in connection with such defense; at Borrower's sole cost and expense (including attorneys' fees and expenses), settle any and all claims, demands and disputes, and indemnify and protect the Lender against any liability, loss or expenses arising from any such claims, demands or disputes or out of any such reclamation, return or repossession of goods forming a part of the Collateral; however, if the Lender shall so elect, after the occurrence of an Event of Default and the expiration of relevant cure periods, if any, the Lender shall have the right at all times keep to settle, compromise, adjust or litigate all claims and disputes directly with the CollateralCustomer or other obligor owing an obligation to Borrower upon such terms and conditions as the Lender deems advisable, the Intellectual Property and all other property costs and assets used in Borrower’s business or in which expenses thereof (including attorneys' fees and expenses) shall be incurred for the account of Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice constitute a part of any legal process affecting the Collateralobligations owed to the Lender and secured pursuant to this Agreement (with collections received by Lender from Customers and applied towards the Borrower's obligations under this Agreement or the Loan to be credited towards such obligations or the Loan. The Borrower's Equipment, the Intellectual Property, such goods and other tangible personal property set forth in Schedule 6.13 attached hereto and assets, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there made a part hereof shall be no Liens whatsoever on Intellectual Property. kept and maintained at the locations set forth in said Schedule 6.13; Borrower shall not agree with any Person relocate or move the Equipment, goods or other than Agent tangible personal property without the Lender's prior written consent, which shall not be unreasonably withheld. If Lender consents to the relocation of certain Equipment, goods or Lender not to encumber its certain other tangible personal property. , Borrower shall not enter into execute, and hereby authorizes the execution by Lender of, all documents, records or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Property, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiaryfinancing statements, and Borrower shall cause its Subsidiaries at all times take such action as Lender may request to keep such Subsidiary’s assure that Lender's first priority security interest in the Equipment, goods or other tangible personal property and assets free and clear from any legal process continues to be perfected under the UCC or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assetsother applicable laws.

Collateral. Borrower shall at all times keep the Collateral, the Intellectual Property and all other property and assets used in Borrower’s business or in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice of any legal process affecting the Collateral, the Intellectual Property, such other property and assets, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent or Lender not to encumber its property. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Property, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this The Collateral, to the extent possession thereof is not delivered to Lender, will be kept at the at the address set forth in Section 8.09 or held by Broker pursuant to the terms of the Securities Pledge and Security Agreement and Borrower will not remove the other Loan Documents, Collateral from such location without providing at least thirty (30) days' prior written notice to Lender. (b) any agreements governing any purchase money Liens or capital lease obligations otherwise Except for the security interest herein granted and encumbrances permitted hereby (in which casehereby, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets be the owner of the Collateral free from and against all Persons claiming any adverse claim, lien, security interest adverse to such Subsidiaryor other encumbrance, and Borrower shall cause its Subsidiaries defend the same against all claims and demands of all persons at all times any time claiming the same or any interests therein adverse to keep such Subsidiary’s property and assets free and clear from Lender. (c) Borrower shall not (A) permit any of the Collateral to be levied upon under any legal process process, (B) permit anything to be done that may impair the security intended to be afforded by this Agreement, nor (C) permit any tangible Collateral to become attached to or Liens whatsoever commingled with other goods without the prior written consent of Lender. (except for Permitted Liensd) Borrower will keep the Collateral in good order and repair, provided howeverwill not permit anything to be done that may materially impair the value of any of the Collateral and will not use the same in violation of law or any policy of insurance thereon. (e) Lender and its representatives will be permitted to make any examination, inspection, verification or audit of the Collateral that there Lender deems necessary or proper. All reasonable expenses incurred by Lender in making such examination, inspection, verification or audit shall be no Liens whatsoever reimbursed by Borrower upon Lender's demand and shall constitute a part of the obligations to Lender until fully reimbursed. (f) Borrower will pay (A) promptly when due, all costs of and taxes on Intellectual Property)the filing of financing statements, continuation statements, termination statements and any other publicly filed documents with respect to the security interests created hereby, (B) prior to delinquency, all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of such Collateral or incurred in connection with this Agreement, (C) upon demand by Lender, any and all expenses, including reasonable attorneys' fees and disbursements, incurred or paid by Lender in protecting, preserving or enforcing Lender's rights under or in respect of this Agreement, the Loan or other obligations from Borrower to Lender or any of the Collateral, and shall give Agent prompt written notice (D) upon demand by Lender, interest on any of any legal process affecting such Subsidiary’s assetsthe foregoing amounts due and owing from Borrower to Lender hereunder, from the date due until paid, at the Default Rate. (g) Borrower will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral other than (A) sales of inventory in the ordinary course of business and (B) dispositions of obsolete or worn-out items of tangible Collateral that are replaced with items of equivalent utility and function.

Collateral. As security for all indebtedness to Bank now or hereafter incurred by Borrower, under this Note or otherwise. Borrower shall at all times keep the Collateralgrants Bank a lien upon and security interest in any securities, the Intellectual Property and all instruments or other personal property and assets used in Borrower’s business or in which of Borrower now or hereafter holds in Bank's possession and in any interest free deposit balances now or hereafter held by Bank for Borrower's account and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice in all proceeds of any legal process affecting the Collateral, the Intellectual Property, such other personal property or deposit balances. Such liens and assets, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there security interests shall be no Liens whatsoever on Intellectual Propertyindependent of Bank's right of setoff. Borrower This Note and the indebtedness evidenced hereby shall not agree with be additionally secured by any Person other than Agent lien or Lender not to encumber its property. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Property, security interest evidenced by a writing (whether now owned existing or hereafter acquired, executed) which contains a provision to the effect that such lien or security interest is intended to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, Note or indebtedness evidenced hereby or (b) any agreements governing category of liabilities, obligations or the indebtedness of Borrower to Bank which includes this Note or the indebtedness evidenced hereby, and all property subject to any purchase money Liens such lien or capital lease obligations otherwise permitted security interest shall be collateral for this Note. CONFESSION OF JUDGMENT -- Borrower irrevocably authorizes and empowers any attorney or any clerk of any court of record to appear for and confess judgment against Borrower for such sums as are due and owing on this Note, with or without declaration, with costs of suit, without stay of execution and with an amount not to exceed the greater of fifteen percent (15%) of the principal amount of such judgment or $5,000 added for collection fees. If a copy of this Note, verified by affidavit by or on behalf of Bank, shall have been filed in such action, it shall not be necessary to file the original of this Note. The authority granted hereby (shall not be exhausted by the initial exercise thereof and may be exercised by Bank from time to time. There shall be excluded from the lien of any judgment obtained solely pursuant to this paragraph all improved real estate in any area identified under regulations promulgated under the Flood Disaster Protection Act of 1973, as having special flood hazards if the community in which casesuch area is located is participating in the National Flood Insurance Program. Any such exclusion shall not affect any lien upon property not so excluded. DEMAND NOTE -- This Note is and shall be construed as a "demand instrument" under the Uniform Commercial Code. Bank may demand payment of the indebtedness outstanding under this Note or any portion thereof at any time. BANK'S REMEDIES -- In the event that any payment hereunder is not made when due or demanded, Bank may, immediately or any prohibition time thereafter, exercise any or limitation all of its rights hereunder or under any agreement or otherwise under applicable law against Borrower, against any person liable, either absolutely or contingently, for payment of any indebtedness evidenced hereby, and in any collateral, and such rights may be exercised in any order and shall only not be effective against prejudiced by any delay in Bank's exercise thereof. At any time after such non-payment, Bank may, at its option and upon five days written notice to Borrower, begin accruing interest on this Note at a rate not to exceed five percent (5%) per annum in excess of the assets financed thereby) and (c) customary restrictions rate of interest provided for above on the assignment of leasesunpaid principal balance hereof; provided, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there no such interest shall accrue hereunder in excess of the maximum rate permitted by law. All such additional interest shall be no Liens whatsoever payable upon demand. NOTICE TO BORROWER -- Any notice required to be given by Bank under the provisions of this Note shall be effective as to each Borrower when addressed to Borrower and deposited in the mail, postage prepaid, for delivery by first class mail at Borrower's mailing address as it appears on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assetsBank's records.

Collateral. Borrower shall at all times keep the Collateral, the Intellectual Property and all other property and assets used in Borrower’s business or in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice of any legal process affecting the Collateral, the Intellectual Property, such other property and assets, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent or Lender not to encumber its propertyproperty other than (i) as is otherwise permitted in the definitions of “Permitted Transfers” and “Permitted Liens” and (ii) restrictions by reason of customary provisions restricting assignment, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements as the case may be). Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Property, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assets.

Collateral. Borrower shall at all times keep the Collateral, the Intellectual Property and all other property and assets used in Borrower’s business or in which Borrower now or hereafter holds any interest free and clear from any legal process reasonably likely to result in liability in excess of Two Hundred Fifty Thousand Dollars ($250,000) or Liens whatsoever that materially affect the operation of such Borrower’s business as currently conducted and proposed to be conducted by such Borrower (except for Permitted LiensLiens and except as to legal process, to the extent contested in good faith), and shall give Agent prompt written notice of any legal process affecting the Collateral, Collateral or the Intellectual Property, such other property and assets, Property or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens Liens, except that there shall be no Liens whatsoever on Intellectual Property, other than any Liens referred to in clauses (vii), (xv) and (xviii) of the definition of Permitted Liens. Borrower shall not agree with any Person other than Agent or Lender not to encumber its propertyproperty except in accordance with the provisions of this Section 7.5. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its Collateral or Intellectual Property, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and ), (c) customary restrictions on the assignment of leases, licenses and other agreements, and (d) restrictions and conditions imposed by (A) law or (B) any agreements evidencing Indebtedness permitted by this Agreement. Borrower shall cause its Subsidiaries (other than a Borrower) to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process reasonably likely to result in liability in excess of Two Hundred Fifty Thousand Dollars ($250,000) or Liens whatsoever (except for Permitted LiensLiens and except as to legal process, to the extent contested in good faith, provided however, that there shall be no Liens whatsoever on Intellectual Property, other than any Liens referred to in clauses (vii), (xv) and (xviii) of the definition of Permitted Liens), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assets.

Collateral. Borrower shall at all times keep the Collateral, the Intellectual Property and all other property and assets used in Borrower’s business or in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice of any known legal process affecting the Collateral, the Intellectual Property, such other property and assets, in each case, with a value in excess of $500,000, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent or Lender the Lenders not to encumber its propertyproperty (other than holders of Permitted Liens). Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its property (including Intellectual Property), whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any known legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assetsassets with a value in excess of $500,000.

Collateral. Borrower Each Loan Party shall at all times keep the Collateral, the Intellectual Property and all other property and assets used in Borrower’s the Loan Parties’ business or in which Borrower the Loan Parties now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice of any legal process that is reasonably likely to result in damages, expenses or liabilities in excess of $500,000 affecting the Collateral, the Intellectual Property, such other property and assets, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there . No Loan Party shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent or Lender the Lenders not to encumber its propertyproperty other than (a) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (b) customary restrictions on the assignment of leases, licenses and other agreements. Borrower No Loan Party shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property (including Intellectual Property), whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower Each Loan Party shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower each Loan Party shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assetsproperty and assets that is reasonably likely to result in damages, expenses or liabilities in excess of $500,000.

Collateral. Borrower shall Maintain all tangible Collateral in good condition; insure insurable Collateral for its full replacement cost under an insurance policy acceptable to Lender that names Lender as lender loss payee; execute, deliver and file, or cause the execution, delivery and filing of, any and all documents (including without limitation, financing statements and continuation statements), necessary or desirable for the Lender to create, perfect, preserve, validate or otherwise protect a first priority lien and security interest in the Collateral; maintain, or cause to be maintained, at all times keep times, the Lender’s first priority lien and security interest in the Collateral; immediately upon learning thereof, report to the Lender any reclamation, return or repossession of any goods forming a part of the Collateral, any claim or dispute asserted by any debtor or other obligor owing an obligation to any Borrower, and any other matters affecting the Intellectual Property value or enforceability or collectibility of any of the Collateral; defend the Collateral against all claims and demands of all Persons at any time claiming the same or any interest therein adverse to the Lender, and pay all costs and expenses (including attorneys’ fees and expenses) incurred in connection with such defense; at Borrowers’ sole cost and expense (including attorneys’ fees and expenses), settle any and all other property claims, demands and assets used in Borrower’s business disputes, and indemnify and protect the Lender against any liability, loss or in which Borrower now or hereafter holds any interest free and clear expenses arising from any legal process such claims, demands or Liens whatsoever (except for Permitted Liens)disputes or out of any such reclamation, return or repossession of goods forming a part of the Collateral; however, if the Lender shall so elect upon the occurrence of and continuance of an uncured Event of Default, the Lender shall have the right to settle, compromise, adjust or litigate all claims and disputes directly with the Customer or other obligor owing an obligation to any Borrowers upon such terms and conditions as the Lender deems advisable, and shall give Agent prompt written notice of any legal process affecting the Collateral, the Intellectual Property, such other property all costs and assets, or any Liens thereon, provided however, that the Collateral expenses thereof (including attorneys’ fees and such other property and assets may be subject to Permitted Liens except that there expenses) shall be no Liens whatsoever on Intellectual Propertyincurred for the account of Borrowers and shall constitute a part of the obligations owed to the Lender and secured pursuant to this Agreement. Borrower The Borrowers’ Equipment shall be kept and maintained at the locations set forth in Schedules 5.1-1 through 5.1-3; Borrowers shall not agree with any Person other than Agent relocate or Lender not to encumber its property. Borrower move the Equipment without the Lender’s prior written consent, which shall not enter into be unreasonably withheld. If Lender consents to the relocation of certain Equipment, Borrowers shall execute, and hereby authorize the execution by ESSEX – Amended and Restated Credit Agreement 44 Lender, of all documents or suffer financing statements and take such action as Lender may request to exist or become effective any agreement assure that prohibits or limits Lender’s first priority security interest in the ability of any Borrower Equipment continues to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Property, whether now owned or hereafter acquired, to secure its obligations be perfected under the Loan Documents to which it is a party Uniform Commercial Code or other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assetsapplicable laws.

Collateral. Borrower shall at all times keep the Collateral, the Intellectual Property and all other property and assets used in Borrower’s business or in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice of any legal process that is reasonably likely to result in damages, expenses or liabilities in excess of $500,0001,500,000 affecting the Collateral, the Intellectual Property, such other property and or assets, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent or Lender Lenders not to encumber its propertyproperty other than in connection with Permitted Liens. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, 212788652 v9 assume or suffer to exist any Lien upon any of its property (including Intellectual Property), whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause each of its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause each of its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assetsthat is reasonably likely to result in damages, expenses or liabilities in excess of $500,0001,500,000.

Collateral. Borrower shall, and shall cause each other Loan Party to, at all times keep the Collateral, the Excluded Intellectual Property and all other property and assets used in Borrower’s business or in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice of any legal process that is reasonably likely to result in damages, expenses or liabilities in excess of $1,500,000 affecting the Collateral, the Excluded Intellectual Property, such other property and or assets, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on any Excluded Intellectual PropertyProperty (other than any rights conveyed to Gilead or Taiho pursuant to the Gilead Collaboration Agreement or Taiho Agreement or Liens granted in connection with any Permitted Royalty Transaction as limited in accordance with clause (r) of the definition of “Permitted Liens”). Borrower shall not agree with any Person other than Agent or Lender Lenders not to encumber its propertyproperty other than in connection with Permitted Liens. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its property (including Intellectual Property), whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and ), (c) customary restrictions on the assignment of leases, licenses and other agreementsagreements and (d) the Taiho Agreement and Gilead Collaboration Agreement. Borrower shall cause each of its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause each of its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assetsthat is reasonably likely to result in damages, expenses or liabilities in excess of $1,500,000.

Collateral. Borrower Agent and the Lenders shall at all times keep have the rights and remedies of a secured party under the U.C.C., in addition to the rights and remedies of a secured party provided elsewhere within this Agreement, in any other Related Writing executed by Borrower or otherwise provided in law or equity. Upon the occurrence and during the continuance of an Event of Default and at all times thereafter, Agent may require Borrower to assemble the Collateral, which Borrower agrees to do, and make it available to Agent and the Lenders at a reasonably convenient place to be designated by Agent. Agent may, with or without notice to or demand upon Borrower and with or without the aid of legal process, make use of such force as may be necessary to enter any premises where the Collateral, or any thereof, may be found and to take possession thereof (including anything found in or on the Collateral that is not specifically described in this Agreement, each of which findings shall be considered to be an accession to and a part of the Collateral) and for that purpose may pursue the Collateral wherever the same may be found, without liability for trespass or damage caused thereby to Borrower. After any delivery or taking of possession of the Collateral, or any thereof, pursuant to this Agreement, then, with or without resort to Borrower personally or any other Person or property, all of which Borrower hereby waives, and upon such terms and in such manner as Agent may deem advisable, Agent, in its discretion, may sell, assign, transfer and deliver any of the Collateral at any time, or from time to time. No prior notice need be given to Borrower or to any other Person in the case of any sale of Collateral that Agent determines to be perishable or to be declining speedily in value or that is customarily sold in any recognized market, but in any other case Agent shall give Borrower not fewer than ten (10) days prior notice of either the time and place of any public sale of the Collateral or of the time after which any private sale or other intended disposition thereof is to be made. Borrower waives advertisement of any such sale and (except to the extent specifically required by the preceding sentence) waives notice of any kind in respect of any such sale. At any such public sale, Agent or the Lenders may purchase the Collateral, or any part thereof, free from any right of redemption, all of which rights Borrower hereby waives and releases. After deducting all Related Expenses, and after paying all claims, if any, secured by Liens having precedence over this Agreement, Agent may apply the net proceeds of each such sale to or toward the payment of the Obligations, whether or not then due, in such order and by such division as Agent, in its sole discretion, may deem advisable. Any excess, to the extent permitted by law, shall be paid to Borrower, and Borrower shall remain liable for any deficiency. In addition, Agent shall at all times have the right to obtain new appraisals of Borrower or the Collateral, the Intellectual Property and all other property and assets used in Borrower’s business or in cost of which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice of any legal process affecting the Collateral, the Intellectual Property, such other property and assets, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent or Lender not to encumber its property. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Property, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assetspaid by Borrower.

Collateral. Borrower shall at all times keep the Collateral, the Intellectual Property and all other property and assets used in Borrower’s business or in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice of any legal process affecting the Collateral, the Intellectual Property, such other property and assets, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent or Lender not to encumber its property. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability Property (but there may be Permitted Transfers of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Property, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements). Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assets. Borrower shall not agree with any Person other than Agent or Lender not to encumber its property, other than (i) as is otherwise permitted in the definition of “Permitted Liens” herein and “Permitted Transfers” herein, and (ii) restrictions by reason of customary provisions restricting assignment, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements as the case may be).

Collateral. Each Borrower shall at all times keep the Collateral, the Intellectual Property Collateral and all other property and assets used in such Borrower’s business or in which such Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent Lender prompt written notice of any legal process affecting the Collateral, the Intellectual Property, such other property and assets, Collateral or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent or Lender not to encumber its property. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Property, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Parent Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Parent Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent Lender prompt written notice of any legal process affecting such Subsidiary’s assets. Parent Borrower shall not, nor shall it permit any of its Subsidiaries to enter into or permit to exist any arrangement or agreement (excluding this Agreement and the other Loan Documents) which directly or indirectly prohibits the Parent Borrower or any of its Subsidiaries from creating, assuming or incurring any Lien upon its properties, revenues or assets or those of any of its Subsidiaries whether now owned or hereafter acquired or to make transfers or distributions of all of any part of its assets to the Parent Borrower; in each case other than (i) restrictions on specific assets which assets are the subject of purchase money security interests to the extent included as a Permitted Lien, and (ii) customary anti-assignment provisions contained in leases and licensing agreements entered into by the Parent Borrower or such Subsidiary in the ordinary course of business.

Collateral. Borrower shall at all times keep the Collateral, the Intellectual Property and all other property and assets used in Borrower’s business or in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice of any legal process affecting the Collateral, the Intellectual Property, such other property and assets, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person Property other than Agent or Lender not to encumber its property. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits Permitted Liens of the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Property, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than type described in clauses (a) this Agreement and the other Loan Documentsi), (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby ii), (in which case, any prohibition or limitation shall only be effective against the assets financed therebyiii) and (cix) customary restrictions on of the assignment definition of leases, licenses and other agreementsPermitted Liens. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual PropertyProperty other than Permitted Liens of the type described in clauses (i), (ii), (iii) and (ix)(b) of the definition of Permitted Liens), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assets. Borrower shall not agree with any Person other than Agent or Lender not to encumber its property except for Permitted Liens of the type describe in clauses (ii), (vii), (ix)(b) and (xiv) of the definition of Permitted Liens and customary anti-assignment provisions in contracts or licenses, in each case only to the extent such covenant not to encumber is limited to the specific asset that is the subject of the applicable Permitted Lien. To the extent Borrower’s equity interest in any Subsidiary becomes certificated, Borrower shall promptly deliver to Agent or Agent’s custodian, as requested by Agent, possession of the applicable stock certificate.

Collateral. Borrower shall at all times (a) keep the Collateral, the Intellectual Property and all other property and assets used in Borrower’s business or in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and (b) shall give Agent prompt written notice of any known legal process affecting the Collateral, the Intellectual Property, such other property and assets, in each case, with a value in excess of Seven Hundred Fifty Thousand Dollars ($750,000), or any Liens thereon, provided however, that the Collateral and such other property and or assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent or Lender the Lenders not to encumber its propertyproperty other than in connection with Permitted Liens. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its property (including Intellectual Property), whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (ai) this Agreement and the other Loan Documents, (bii) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (ciii) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any known legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assets, in each case, with a value in excess of Five Hundred Thousand Dollars ($500,000).

Collateral. Borrower Each Loan Party shall at all times keep the Collateral, the Intellectual Property and all other property and assets used in Borrowersuch Loan Party’s business or in which Borrower such Loan Party now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice of any legal process Liens affecting the CollateralCollateral (except for Permitted Liens), the Intellectual Property, or such other property and assets, and prompt written notice of any legal process that is reasonably likely to result in damages, expenses or any Liens thereonliabilities in excess of $1,000,000 affecting the Collateral, provided however, that the Collateral Intellectual Property and such other property and assets may be subject to Permitted Liens except that there assets. No Loan Party shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent or Lender Lenders not to encumber its propertyCollateral other than pursuant to (a) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (b) customary restrictions on the assignment of leases, licenses and other agreements and (c) customary restrictions on assets subject to Liens permitted under subsection (xiv) of the definition of “Permitted Liens”. Borrower No Loan Party shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower Loan Party to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Property, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than pursuant to (ai) this Agreement and the other Loan Documents, (bii) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and or (ciii) customary restrictions on the assignment assignment, sublicense, or sublease of leases, licenses and other agreements, (iv) customary restrictions in licensing or collaboration, co - development and co-marketing agreements relating to such Intellectual Property provided that such restrictions do not prohibit the Liens granted to the Agent pursuant to the Loan Documents, and (v) customary restrictions and conditions contained in agreements governing joint ventures or strategic alliances in the ordinary course of business; provided that, in each case, the applicable Loan Party has exercised its good faith best efforts to not agree to such contractual limitations. Borrower Each Loan Party shall cause its Subsidiaries to use commercially reasonable efforts to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower each Loan Party shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Propertyor as otherwise permitted by this Section 7.5), and shall give Agent prompt written notice of any legal process Liens (other than Permitted Liens) affecting such Subsidiary’s assetsassets and prompt written notice of any legal process that is reasonably like to result in damages, expenses or liabilities in excess of $500,000.

Collateral. Borrower shall at all times keep the Collateral, the Intellectual Property and all other property and assets used in Borrower’s business or in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice of any legal process affecting the Collateral, the Intellectual Property, such other property and assets, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual PropertyProperty other than customary restrictions on assignment that may exist in any license agreement where Borrower or Subsidiary is the licensee (and not the licensor). Borrower shall not agree with any Person other than Agent or Lender not to encumber its property. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Property, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual PropertyProperty other than customary restrictions on assignment that may exist in any license agreement where Borrower or Subsidiary is the licensee (and not the licensor)), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assets.

Collateral. Borrower shall at all times keep the Collateral, Collateral and the Intellectual Property Company IP and all other property and assets used in Borrower’s business or in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for other than Permitted Liens), and shall give Agent prompt written notice of (a) any legal process affecting the Collateral, the Intellectual Property, Company IP or such other property and assetsassets in an aggregate amount greater than $1,000,000 at any time, or (b) any Liens thereonthereon (other than Permitted Liens), provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person (other than Agent Permitted Liens that are do not arise by agreement, such as tax or Lender not to encumber its propertystatutory Liens) on Company IP. Borrower shall not enter into or ny-2659060 suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Propertyproperty (including Company IP), whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such SubsidiarySubsidiary (other than Permitted Liens), and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever (other than Permitted Liens that are do not arise by agreement, such as tax or statutory Liens) on Intellectual PropertyCompany IP), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assetsassets in an aggregate amount greater than $1,000,000 at any time.

Collateral. Borrower Each Loan Party shall at all times keep the Collateral, the Intellectual Property Collateral and all other property and assets used in Borrower’s the Loan Parties’ business or in which Borrower the Loan Parties now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for other than Permitted Liens), ) and shall give Agent prompt written notice of any legal process affecting the Collateral, the Intellectual Property, such other property and assets, or any Liens thereon, provided however, that other than as permitted pursuant to this Agreement and the Collateral and such other property and assets may be subject to Permitted Liens except that there Loan Documents. No Loan Party shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent or Lender not to encumber its property, other than Permitted Liens and as otherwise permitted pursuant to this Agreement and the Loan Documents. Borrower No Loan Party shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower Loan Party to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Property, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than pursuant to (ax) this Agreement and the other Loan Documents, (by) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and or (cz) customary restrictions on the assignment of leases, licenses and other agreements. Borrower Each Loan Party shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assets.

Collateral. Borrower (a) Such Debtor is the sole owner of the Collateral (except for non-exclusive licenses granted by such Debtor in the ordinary course of business), free and clear of any liens, security interests, encumbrances, rights or claims, and are fully authorized to grant the Security Interest. There has been no adverse decision to such Debtor’s claim of ownership rights in or exclusive rights to use the Collateral in any jurisdiction or to such Debtor’s right to keep and maintain such Collateral in full force and effect, and there is no proceeding involving said rights pending or, to the best knowledge of such Debtor, threatened before any court, judicial body, administrative or regulatory agency, arbitrator or other governmental authority. (b) Such Debtor shall at keep and preserve its equipment, inventory and other tangible Collateral in good condition, repair and order. Such Debtor shall take all times keep steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims, causes of action and accounts receivable in respect of the Collateral. (c) There is not on file in any governmental or regulatory authority, agency or recording office an effective financing statement, security agreement, license or transfer or any notice of any of the foregoing (other than those that will be filed in favor of the Secured Parties pursuant to this Agreement) covering or affecting any of the Collateral. So long as this Agreement shall be in effect, such Debtor shall not execute and shall not knowingly permit to be on file in any such office or agency any such financing statement or other document or instrument (except to the extent filed or recorded in favor of the Secured Parties pursuant to the terms of this Agreement). (d) Such Debtor shall, within ten days of obtaining knowledge thereof, advise the Secured Parties promptly, in sufficient detail, of any substantial change in the Collateral, and of the Intellectual Property occurrence of any event which would have a material adverse effect on the value of the Collateral or on the Secured Parties’ security interest therein. Such Debtor shall permit the Secured Parties and all other property their representatives and assets used in Borrower’s business or in which Borrower now agents to inspect the Collateral at any time, and to make copies of records pertaining to the Collateral as may be requested by a Secured Party from time to time. (e) All information heretofore, herein or hereafter holds any interest free and clear from any legal process supplied to the Secured Parties by or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice on behalf of any legal process affecting the Collateral, the Intellectual Property, such other property and assets, or any Liens thereon, provided however, that Debtor with respect to the Collateral is accurate and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent or Lender not to encumber its property. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits complete in all material respects as of the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Property, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assetsdate furnished.

Collateral. Borrower Each Loan Party shall at all times keep the Collateral, the Intellectual Property Collateral and all its other property and assets used in Borrower’s business or in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice when such Loan Party knows of any legal process adversely affecting the Collateral, the Intellectual Property, such other property and assetssuch, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there Liens. No Loan Party shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent or Lender not to encumber its property. Borrower property other than (i) in connection with Permitted Liens solely to the extent such restriction applies to assets permitted to be excluded from the Collateral pursuant to Section 3.2, (ii) customary restrictions on the assignment of leases, licenses and other agreements, and (iii) in connection with Permitted Transfers (provided that this clause (iii) shall not be construed to permit a Loan Party to agree with any Person (other than Agent or Lender) to grant a security interest on a Loan Party’s property in connection with a Permitted Transfer). No Loan Party shall enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower Loan Party to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Property, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party party, in each case, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) in connection with Permitted Liens, Permitted Indebtedness and Permitted Transfers, and (cd) customary restrictions on the assignment of leases, licenses and other agreements. Borrower Each Loan Party shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower each Loan Party shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process adversely affecting such Subsidiary’s assets.

Collateral. Borrower shall, and shall cause each other Loan Party to, at all times keep the Collateral, the Intellectual Property and all other property and assets used in Borrower’s or any Loan Party’s business or in which Borrower or any Loan Party now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice of any legal process affecting all or any portion of the Collateral, the Intellectual Property, such other property and or assets, or any Liens thereon, thereon in excess of $500,000 in the aggregate; provided however, that the Collateral and such other property and or assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual PropertyProperty other than Specified Liens. Borrower shall not agree with any Person not, and shall cause each other than Agent or Lender Loan Party not to encumber its propertyproperty other than in the case of Permitted Liens. Borrower shall not, and shall cause each other Loan Party not to, enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of Borrower or any Borrower Loan Party to create, incur, assume or suffer to exist any Lien (other than Permitted Liens) upon any of its property (including Intellectual Property), whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower and each Loan Party shall cause its each of their Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower and each Loan Party shall cause its each of their Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual PropertyProperty other than Specified Liens), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assets, in each case, where the fair market value of the assets in dispute are in excess of $500,000 in the aggregate for each such dispute.

Collateral. As security for all indebtedness to Bank now or hereafter incurred by Borrower, under this Note or otherwise, Borrower shall at all times keep the Collateralgrants Bank a lien upon and security interest in any securities, the Intellectual Property and all instruments or other personal property and assets used in Borrower’s business or in which of Borrower now or hereafter holds in Bank's possession and in any interest free deposit balances now or hereafter held by Bank for Borrower's account and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice in all proceeds of any legal process affecting the Collateral, the Intellectual Property, such other personal property or deposit balances. Such liens and assets, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there security interest shall be no Liens whatsoever on Intellectual Propertyindependent of Bank's right of setoff. Borrower This Note and the indebtedness evidenced hereby shall not agree with be additionally secured by any Person other than Agent lien or Lender not to encumber its property. Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Property, security interest evidenced by a writing (whether now owned existing or hereafter acquired, executed) which contains a provision to the effect that such lien or security interest is intended to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, Note or indebtedness evidenced hereby or (b) any agreements governing category of liabilities, obligations or the indebtedness of Borrower to Bank which includes this Note or the indebtedness evidenced hereby, and all property subject to any purchase money Liens such lien or capital lease obligations otherwise permitted security interest shall be collateral for this Note. CONFESSION OF JUDGMENT - ▇▇▇▇▇▇▇▇ irrevocably authorizes and empowers any attorney or any clerk of any court of record to appear for and confess judgment against Borrower for such sums as are due and owing on this Note, with or without declaration, with costs of suit, without stay of execution and with an amount not to exceed the greater of fifteen percent (15%) of the principal amount of such judgment or $5,000 added for collection fees. If a copy of this Note, verified by affidavit by or on behalf of Bank, shall have been filed in such action, it shall not be necessary to file the original of this Note. The authority granted hereby (shall not be exhausted by the initial exercise thereof and may be exercised by Bank from time to time. There shall be excluded from the lien of any judgment obtained solely pursuant to this paragraph all improved real estate in any area identified under regulations promulgated under the Flood Disaster Protection Act of 1973, as having special flood hazards if the community in which case, such area is located in participating in the National Flood Insurance Program. Any such exclusion shall not affect any prohibition or limitation shall only be effective against the assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s lien upon property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assetsnot so excluded.