Fill and Sign the Borrower Security Agreement Regarding the Extension of Credit Facilities Form

BORROWER SECURITY AGREEMENT THIS BORROWER SECURITY AGREEMENT, dated as of September [A], 1999 is executed by ADAC LABORATORIES, a California corporation ("Borrower"), in favor of ABN AMRO BANK N.V., a Netherlands public company acting through its San Francisco Representative Office, acting as agent (in such capacity, "Agent") for the financial institutions which are from time to time parties to the Credit Agreement referred to in Recital A below (collectively, the "Lenders"). RECITALS A. Pursuant to an Amended and Restated Credit Agreement, dated as of March 29, 1999, as amended by that certain First Amendment to Amended and Restated Credit Agreement dated as of August 17, 1999 (as amended, and as further amended from time to time, the "Credit Agreement"), among Borrower, the Lenders and Agent, the Lenders have agreed to extend certain credit facilities to Borrower upon the terms and subject to the conditions set forth therein. B. The Lenders' obligations to continue extend the credit facilities to Borrower under the Credit Agreement are subject, among other conditions, to receipt by Agent of this Security Agreement, duly executed by Borrower. AGREEMENT NOW, THEREFORE, in consideration of the above recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Borrower hereby agrees with Agent, for the ratable benefit of the Lenders and Agent, as follows: 1. Definitions and Interpretation. When used in this Security Agreement, the following terms shall have the following respective meanings: "Account Debtor" shall have the meaning given to that term in subparagraph 3(g) hereof. "Agent" shall have the meaning given to that term in the introductory paragraph hereof. "Borrower" shall have the meaning given to that term in the introductory paragraph hereof. "Collateral" shall have the meaning given to that term in paragraph 2 hereof. H-1-1 "Collateral Certificate" shall have the meaning given to that term in the Credit Agreement. "Credit Agreement" shall have the meaning given to that term in Recital A hereof. "Depositary Bank" shall have the meaning given to that term in subparagraph 4(e) hereof. "Equipment" shall have the meaning given to that term in Attachment 1 hereto. "Intermediary" shall have the meaning given to that term in subparagraph 4(f) hereof. "Inventory" shall have the meaning given to that term in Attachment 1 hereto. "Lenders" shall have the meaning given to that term in the introductory paragraph hereof. "Receivables" shall have the meaning given to that term in Attachment 1 hereto. "Related Contracts" shall have the meaning given to that term in Attachment 1 hereto. "Secured Obligations" shall have the meaning given to that term in the Credit Agreement. "UCC" shall mean the Uniform Commercial Code as in effect in the State of California from time to time. Unless otherwise defined herein, all other capitalized terms used herein and defined in the Credit Agreement shall have the respective meanings given to those terms in the Credit Agreement, and all terms defined in the UCC shall have the respective meanings given to those terms in the UCC. The rules of construction set forth in Section I of the Credit Agreement shall, to the extent not inconsistent with the terms of this Security Agreement, apply to this Security Agreement and are hereby incorporated by reference. 2. Grant of Security Interest. As security for the Secured Obligations, Borrower hereby pledges and assigns to Agent (for the ratable benefit of the Lenders and Agent) and grants to Agent (for the ratable benefit of the Lenders and Agent) a security interest in all right, title and interest of Borrower in and to the property described in Attachment 1 hereto, whether now owned or hereafter H-1-2 acquired (collectively and severally, the "Collateral"), which Attachment 1 is incorporated herein by this reference. 3. Representations and Warranties. Borrower represents and warrants to the Lenders and Agent as follows: (a) Borrower is the legal and beneficial owner of the Collateral (or, in the case of after-acquired Collateral, at the time Borrower acquires rights in the Collateral, will be the legal and beneficial owner thereof). No other Person has (or, in the case of after-acquired Collateral, at the time Borrower acquires rights therein, will have) any right, title, claim or interest (by way of Lien, purchase option or otherwise) in, against or to the Collateral, other than Permitted Liens. (b) Agent has (or in the case of after-acquired Collateral, at the time Borrower acquires rights therein, will have) a first priority perfected security interest in the Collateral to the extent that a security interest in such Collateral can be perfected by the filing of a financing statement, and a security interest in all other Collateral, subject to no other Liens except for Permitted Liens. (c) All Equipment and Inventory are (i) located at the locations indicated in item 8 of the Collateral Certificate, (ii) in transit to such locations or (iii) in transit to a third party purchaser which will become obligated on a Receivable to Borrower upon receipt. Except for Equipment and Inventory referred to in clauses (ii) and (iii) of the preceding sentence, Borrower has exclusive possession and control of the Inventory and Equipment. (d) All Inventory has been (or, in the case of hereafter produced Inventory, will be) produced in compliance with all applicable Governmental Rules, including the Fair Labor Standards Act (if applicable). (e) Borrower keeps all records concerning the Receivables and the originals of all Related Contracts at its chief executive office located at the address set forth in item 2 of the Collateral Certificate. (f) Each Receivable is genuine and enforceable against the party obligated to pay the same (an "Account Debtor") free from any right of rescission, defense, setoff or discount. (g) Each insurance policy maintained by Borrower is validly existing and is in full force and effect. Borrower is not in default in any material respect under the provisions of any insurance policy, and there are no facts which, with the giving of notice or passage of time (or both), would result in such a default under any provision of any such insurance policy. H-1-3 (h) The information set forth in the Collateral Certificate is true, correct and accurate. 4. Covenants. Borrower hereby agrees as follows: (a) Borrower, at Borrower's expense, shall promptly procure, execute and deliver to Agent all documents, instruments and agreements and perform all acts which are necessary, or which Agent may reasonably request, to establish, maintain, preserve, protect and perfect the Collateral, the Lien granted to Agent therein and the first priority of such Lien (subject to Permitted Liens) or to enable Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the preceding sentence, Borrower shall (i) procure, execute and deliver to Agent all stock powers, endorsements, assignments, financing statements and other instruments of transfer requested by Agent, (ii) deliver to Agent promptly upon receipt all originals of Collateral consisting of instruments, documents and chattel paper in amounts exceeding $1,000,000 (provided, however that upon the occurrence of a Default, if requested by Agent, Borrower shall deliver to Agent promptly upon receipt all originals of Collateral consisting of instruments, documents and chattel paper in amounts of less than $1,000,000 but exceeding $100,000) and (iii) take such actions as may be necessary or reasonably requested by Agent to perfect the Lien of Agent in any Collateral consisting of investment property (including taking the actions required by Subparagraph 4(f) hereof and, in those jurisdictions where appropriate, causing such Liens to be recorded or registered in the books of any financial intermediary or clearing corporation requested by Agent). (b) Borrower shall not use or permit any Collateral to be used in violation of (i) any provision of the Credit Agreement, this Security Agreement or any other Security Document, (ii) any applicable Governmental Rule where such use might have a Material Adverse Effect, or (iii) any policy of insurance covering the Collateral. (c) Borrower shall pay promptly when due all taxes and other governmental charges, all Liens and all other charges now or hereafter imposed upon, relating to or affecting any Collateral. (d) Without thirty (30) days prior written notice to Agent, Borrower shall not (i) change Borrower's name or place of business (or, if Borrower has more than one place of business, its chief executive office), or the office in which Borrower's records relating to Receivables or the originals of Related Contracts are kept, (ii) keep Collateral consisting of chattel paper and documents at any location other than its chief executive office set forth in item 2 of the Collateral Certificate, or (iii) keep Collateral H-1-4 consisting of Equipment, Inventory or other goods at any location other than the locations set forth in item 8 of the Collateral Certificate. (e) For each deposit account maintained by Borrower, Borrower shall (i) execute and deliver to the bank or other depository institution at which such deposit account is maintained (the "Depositary Bank") a Notice of Security Interest in the form of Attachment 2 hereto and (ii) use its best efforts to cause the Depositary Bank to execute and deliver to Agent an Acknowledgment and Agreement in the form set forth in such Notice of Security Interest (or in any other form acceptable to Agent in its sole discretion). Without ten (10) days prior written notice to Agent, Borrower shall not establish any deposit account not set forth in item 15 of the Collateral Certificate. (f) For each securities account and commodity account maintained by Borrower, Borrower shall (i) complete, execute and deliver to the bank, broker or other Person at which such account is maintained (the "Intermediary") a Notice of Security Interest in the form of Attachment 3 hereto and (ii) cause the Intermediary to execute and deliver to Agent an Acknowledgment and Agreement in the form set forth in such Notice of Security Interest (or in any other form acceptable to Agent in its sole discretion). Without thirty (30) days prior written notice to Agent, Borrower shall not establish any securities account or commodity account not set forth in item 16 of the Collateral Certificate. (g) If requested by Agent, Borrower shall deposit, or cause to be deposited, all remittances, checks and other funds (in whatever form) received with respect to Receivables to a deposit account for which Borrower has complied with subparagraph 4(e) above and in which Agent has a first priority perfected security interest. (h) Borrower shall appear in and defend any action or proceeding which may affect its title to or Agent's interest in the Collateral if an adverse decision is reasonably likely to have a Material Adverse Effect. (i) If Agent gives value to enable Borrower to acquire rights in or the use of any Collateral, Borrower shall use such value for such purpose. (j) Borrower shall keep separate, accurate and complete records of the Collateral and shall provide Agent with such records and such other reports and information relating to the Collateral as Agent may reasonably request from time to time. (k) Borrower shall not surrender or lose possession of (other than to Agent), sell, encumber, lease, rent, option, or otherwise dispose of or transfer any Collateral or right or interest therein except as permitted in the H-1-5 Credit Agreement, and Borrower shall keep the Collateral free of all Liens except Permitted Liens. (l) Borrower shall, if requested by Agent, type, print or stamp conspicuously on the face of all original copies of all Collateral consisting of chattel paper and documents in excess of $100,000 not in the possession of Agent a legend satisfactory to Agent indicating that such chattel paper and documents are subject to the security interest granted hereby. (m) Borrower shall collect, enforce and receive delivery of the Receivables in accordance with past practice until otherwise notified by Agent. (n) Borrower shall comply with all material Requirements of Law applicable to Borrower which relate to the production, possession, operation, maintenance and control of the Collateral (including, without limitation, the Fair Labor Standards Act). (o) Borrower shall (i) carry and maintain insurance on the Collateral as required pursuant to Subparagraph 5.01(c) of the Credit Agreement, (ii) deliver to Agent from time to time, as Agent may request, schedules setting forth all insurance then in effect, and (iii) deliver to Agent copies of each policy of insurance which replaces, or evidences the renewal of, each existing policy of insurance at least fifteen (15) days prior to the expiration of such policy. Agent shall be named as additional insured or additional loss payee, as appropriate, on all liability and property insurance of Borrower and such policies shall contain such additional endorsements as shall be required by Agent. Prior to the occurrence and the continuance of an Event of Default, all proceeds of any property insurance paid as a result of any event or occurrence shall be paid to Borrower. All proceeds of any property insurance paid after the occurrence and during the continuance of an Event of Default shall be paid to Agent to be held as Collateral and applied as provided in the Credit Agreement or, at the election of the Required Lenders, returned to Borrower. 5. Authorized Action by Agent. Borrower hereby irrevocably appoints Agent as its attorney-in-fact and agrees that Agent may perform (but Agent shall not be obligated to and shall incur no liability to Borrower or any third party for failure so to do) any act which Borrower is obligated by this Security Agreement to perform, and to exercise such rights and powers as Borrower might exercise with respect to the Collateral, including, without limitation, the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, H-1-6 surrender, accept, hold or apply other property in exchange for the Collateral; (c) insure, process, preserve and enforce the Collateral; (d) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (e) pay any Indebtedness of Borrower relating to the Collateral; and (f) execute UCC financing statements and other documents, instruments and agreements required hereunder; provided, however, that Agent shall not act pursuant to this appointment or otherwise hereunder unless an Event of Default has occurred and is continuing. Borrower agrees to reimburse Agent upon demand for all reasonable costs and expenses, including attorneys' fees, Agent may incur while acting as Borrower's attorney-in-fact hereunder, all of which costs and expenses are included in the Secured Obligations. Borrower agrees that such care as Agent gives to the safekeeping of its own property of like kind shall constitute reasonable care of the Collateral when in Agent's possession; provided, however, that Agent shall not be required to make any presentment, demand or protest, or give any notice and need not take any action to preserve any rights against any prior party or any other Person in connection with the Secured Obligations or with respect to the Collateral. 6. Default and Remedies. Borrower shall be deemed in default under this Security Agreement upon the occurrence and during the continuance of an Event of Default, as that term is defined in the Credit Agreement. In addition to all other rights and remedies granted to Agent by this Security Agreement, the Credit Agreement, the other Credit Documents, the UCC and other applicable Governmental Rules, Agent may, upon the occurrence and during the continuance of any Event of Default, exercise any one or more of the following rights and remedies: (a) collect, receive, appropriate or realize upon the Collateral or otherwise foreclose or enforce Agent's security interests in any or all Collateral in any manner permitted by applicable Governmental Rules or in this Security Agreement; (b) notify any or all Account Debtors to make payments on Receivables directly to Agent; (c) direct any Depositary Bank or Intermediary to liquidate the account(s) maintained by it, pay all amounts payable in connection therewith to Agent and/or deliver any proceeds thereof to Agent; (d) sell or otherwise dispose of any or all Collateral at one or more public or private sales, whether or not such Collateral is present at the place of sale, for cash or credit or future delivery, on such terms and in such manner as Agent may determine; (e) require Borrower to assemble the Collateral and make it available to Agent at a place to be designated by Agent; (f) enter onto any property where any Collateral is located and take possession thereof with or without judicial process; and (g) prior to the disposition of the Collateral, store, process, repair or recondition any Collateral consisting of goods, perform any obligations and enforce any rights of Borrower under any Related Contracts or otherwise prepare and preserve Collateral for disposition in any manner and to the extent Agent deems appropriate. In furtherance of Agent's rights hereunder, Borrower hereby grants to Agent an irrevocable, non-exclusive license (exercisable without royalty or other payment by Agent) to use, license or sublicense any patent, trademark, tradename, copyright or other intellectual property in which Borrower now or hereafter has any right, title or interest, together with the right of access to H-1-7 all media in which any of the foregoing may be recorded or stored. In any case where notice of any sale or disposition of any Collateral is required, Borrower hereby agrees that seven (7) days notice of such sale or disposition is reasonable. 7. MISCELLANEOUS. (a) Notices. Except as otherwise specified herein, all notices, requests, demands, consents, instructions or other communications to or upon Borrower or Agent under this Security Agreement shall be given as provided in Paragraph 8.01 of the Credit Agreement. (b) Waivers; Amendments. Any term, covenant, agreement or condition of this Security Agreement may be amended or waived only as provided in the Credit Agreement. No failure or delay by Agent or any Lender in exercising any right hereunder shall operate as a waiver thereof or of any other right nor shall any single or partial exercise of any such right preclude any other further exercise thereof or of any other right. Unless otherwise specified in any such waiver or consent, a waiver or consent given hereunder shall be effective only in the specific instance and for the specific purpose for which given. (c) Successors and Assigns. This Security Agreement shall be binding upon and inure to the benefit of Agent, the Lenders and Borrower and their respective successors and assigns; provided, however, that Agent, the Lenders and Borrower may sell, assign and delegate their respective rights and obligations hereunder only as permitted by the Credit Agreement. Agent and the Lenders may disclose this Security Agreement as provided in the Credit Agreement. (d) Partial Invalidity. If at any time any provision of this Security Agreement is or becomes illegal, invalid or unenforceable in any respect under the law or any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of this Security Agreement nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall in any way be affected or impaired thereby. (e) Cumulative Rights, etc. The rights, powers and remedies of Agent and the Lenders under this Security Agreement shall be in addition to all rights, powers and remedies given to Agent and the Lenders by virtue of any applicable Governmental Rule, the Credit Agreement, any other Credit Document or any other agreement, all of which rights, powers, and remedies shall be cumulative and may be exercised successively or concurrently without impairing Agent's rights hereunder. Borrower waives any right to require Agent or any Lender to proceed against any Person or to exhaust any Collateral or to pursue any remedy in Agent's or such Lender's power. H-1-8 (f) Payments Free of Taxes, Etc. All payments made by Borrower under this Security Agreement shall be made by Borrower free and clear of and without deduction for any and all present and future taxes, levies, charges, deductions and withholdings. In addition, Borrower shall pay upon demand any stamp or other taxes, levies or charges of any jurisdiction with respect to the execution, delivery, registration, performance and enforcement of this Security Agreement. Upon request by Agent, Borrower shall furnish evidence satisfactory to Agent that all requisite authorizations and approvals by, and notices to and filings with, governmental authorities and regulatory bodies have been obtained and made and that all requisite taxes, levies and charges have been paid. (g) Borrower's Continuing Liability. Notwithstanding any provision of this Security Agreement or any other Credit Document or any exercise by Agent of any of its rights hereunder or thereunder (including, without limitation, any right to collect or enforce any Collateral), (i) Borrower shall remain liable to perform its obligations and duties in connection with the Collateral (including, without limitation, the Related Contracts and all other agreements relating to the Collateral) and (ii) neither Agent nor any Lender shall assume any liability to perform such obligations and duties or to enforce any of Borrower's rights in connection with the Collateral (including, without limitation, the Related Contracts and all other agreements relating to the Collateral). (h) Governing Law. This Security Agreement shall be governed by and construed in accordance with the laws of the State of California without reference to conflicts of law rules (except to the extent otherwise provided in the UCC). H-1-9 IN WITNESS WHEREOF, Borrower has caused this Security Agreement to be executed as of the day and year first above written. ADAC LABORATORIES By: ------------------------------------------ Name: ----------------------------------- Title: ---------------------------------- H-1-10 ATTACHMENT 1 TO SECURITY AGREEMENT All right, title and interest of Borrower, whether now owned or hereafter acquired, in and to the following: (a) All equipment and fixtures (including, without limitation, all diagnostic imaging equipment, furniture, vehicles and other machinery and office equipment), together with all additions and accessions thereto and replacements therefor (collectively, the "Equipment"); (b) All inventory (including, without limitation, (i) all raw materials, work in process and finished goods and (ii) all such goods which are returned to or repossessed by Borrower), together with all additions and accessions thereto, replacements therefor, products thereof and documents therefor (collectively, the "Inventory"); (c) All accounts, chattel paper, instruments, deposit accounts and other rights to the payment of money (including, without limitation, general intangibles and contract rights) (collectively, the "Receivables") and all contracts, security agreements, leases, guaranties and other agreements evidencing, securing or otherwise relating to the Receivables (collectively, the "Related Contracts"); (d) All certificated and uncertificated securities, security entitlements, securities accounts, commodity contracts, commodity accounts and other investment property; (e) All other general intangibles and contract rights not otherwise described above (including, without limitation, (i) customer and supplier lists and contracts, books and records, insurance policies, tax refunds, contracts for the purchase of real or personal property; (ii) all patents, copyrights, trademarks, tradenames and service marks, (iii) all licenses to use, applications for, and other rights to, such patents, copyrights, trademarks, tradenames and service marks, and (iv) all goodwill of Borrower); (f) All other property not otherwise described above (including, without limitation, all money, letters of credit, documents and goods); and (g) All proceeds of the foregoing (including, without limitation, whatever is receivable or received when Collateral or proceeds is sold, collected, exchanged, returned, substituted or otherwise disposed of, whether such disposition is voluntary or involuntary, including rights to payment and return premiums and insurance proceeds under insurance with respect to any Collateral, and all rights to payment with respect to any cause of action affecting or relating to the Collateral). H-1[1]-1 ATTACHMENT 2 TO SECURITY AGREEMENT NOTICE OF SECURITY INTEREST IN DEPOSIT ACCOUNT __________, [19__] [20__] [Name of Depositary Bank] [Address of Depositary Bank] ADAC LABORATORIES, a California corporation ("Borrower") and ABN AMRO BANK N.V., a Netherlands public company acting through its San Francisco Representative Office, acting as agent for certain financial institutions (in such capacity, "Agent"), under that certain Amended and Restated Credit Agreement dated as of March 29, 1999 (the "Credit Agreement"), hereby notify you that Borrower has granted to Agent a security interest in all deposit accounts maintained by Borrower with you including, without limitation, the deposit accounts described below: Account Depositor's Account Number Name Type Borrower and Agent authorize you to continue to allow Borrower to make deposits to, draw checks upon and otherwise withdraw funds from such deposit accounts (the "Deposit Accounts") without the consent of Agent until Agent shall instruct you otherwise. Borrower has authorized Agent to inform you when an Event of Default (as defined in the Credit Agreement) has occurred and is continuing and at such time instruct you to cease to permit any further payments or withdrawals from the Deposit Accounts by Borrower and/or to pay any or all amounts in the Deposit Accounts to Agent. Borrower authorizes and directs you to comply with all such instructions received by you from Agent without further inquiry on your part and H-1[2]-1 hereby agrees to indemnify and hold harmless you and your officers, directors and employees from and for any compliance by you with such instructions. ADAC LABORATORIES By: ------------------------------------------ Name: ----------------------------------- Title: ---------------------------------- ABN AMRO BANK N.V., as Agent By: ------------------------------------------ Name: ----------------------------------- Title: ---------------------------------- ACKNOWLEDGEMENT AND AGREEMENT OF DEPOSITARY BANK The undersigned depositary bank hereby acknowledges receipt of the above notice and agrees with Borrower and Agent to comply with any instruction it may receive from Agent in accordance therewith. The undersigned confirms to Agent that the information set forth above regarding the Deposit Accounts is accurate, that such Deposit Accounts are currently open and that the undersigned has no prior notice of any other security interest, lien or interest in such Deposit Accounts. The undersigned waives any right of setoff except for its right or recoupment for returned items. By: ------------------------------------------ Name: ----------------------------------- Title: ---------------------------------- H-1[2]-3 ATTACHMENT 3 TO SECURITY AGREEMENT NOTICE OF SECURITY INTEREST IN [SECURITIES][COMMODITY] ACCOUNT __________ __, [19__] [2000] [Name of Intermediary] [Address of Intermediary] ADAC LABORATORIES, a California corporation ("Borrower") and ABN AMRO BANK N.V., a Netherlands public company acting through its San Francisco Representative Office, acting as agent for certain financial institutions (in such capacity, "Agent"), under that certain Amended and Restated Credit Agreement dated as of March 29, 1999 (the "Credit Agreement"), hereby notify you that Borrower has granted to Agent a security interest in all [securities][commodity] accounts maintained by Borrower with you including, without limitation, the accounts described below: Account Number Account Holder's Name Account Type ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ Until Agent shall instruct you otherwise pursuant to the following paragraph, Borrower and Agent authorize you, without the consent of Agent, to continue to comply with all directions of Borrower regarding the purchase, sale, transfer or redemption of all securities, security entitlements, other investment property and other financial assets for and in such accounts (the "Accounts"). Borrower has authorized Agent to inform you when an Event of Default (as defined in the Credit Agreement) has occurred and is continuing and at such time direct you to cease to comply with any further directions of Borrower with respect to the Accounts. After your receipt of any such notice, Borrower authorizes and directs you, without the consent of Borrower or further inquiry on your part, to comply with all directions of Agent H-1[3]-1 regarding the Accounts, including, without limitation, any direction to (a) purchase, sell, transfer or redeem any or of all securities, security entitlements, other investment property or other financial assets for and in the Accounts, (b) withdraw any or all funds from the Accounts and pay such funds to Agent or any person designated by Agent or (c) transfer any or all of the Accounts to the name of Agent or any person designated by Agent. Borrower hereby agrees to indemnify and hold harmless you and your officers, directors and employees from and for any compliance by you with such directions of Agent. ADAC LABORATORIES By: ------------------------------------------ Name: ----------------------------------- Title: ---------------------------------- ABN AMRO BANK N.V., as Agent By: ------------------------------------------ Name: ----------------------------------- Title: ---------------------------------- H-1[3]-2 ACKNOWLEDGEMENT AND AGREEMENT OF INTERMEDIARY The undersigned institution hereby acknowledges receipt of the above notice and agrees with Borrower and Agent to comply with any direction it may receive from Agent in accordance therewith without the consent of Borrower or further inquiry. The undersigned confirms to Agent that the information set forth above regarding the Accounts is accurate, that such Accounts are currently open and that the undersigned has no prior notice of any other security interest, lien or interest in such Accounts. The undersigned agrees that any lien or right of setoff it may have in or against the accounts is subordinate to the security interest of Agent therein. By: ------------------------------------------ Name: ----------------------------------- Title: ----------------------------------