Title to Collateral. At the date hereof, the Healthtech Parties are (and as to Collateral that the Healthtech Parties may hereafter acquire, will be) the lawful owner(s) of the Collateral, and the Collateral and each item thereof is, will be and shall continue to be free of all restrictions, liens, encumbrances or other rights, title or interests (other than the security interest therein granted to the Lender and such other security interests as may be permitted by the Intercreditor Agreement), credits, defenses, recoupments, set-offs or counterclaims whatsoever. The Healthtech Parties have and will have full power and authority to grant to the Lender a security interest in the Collateral and the Healthtech Parties have not transferred, assigned, sold, pledge, encumbered, subject to lien or grant any security interest in any of the Collateral (or any of the Healthtech Parties’ rights, title or interests therein), to any person other than the Lender. The Collateral is and will be valid and genuine in all respects; and that the Healthtech Parties will warrant and defend the Lender’s right to and interest in the Collateral against all claims and demands of all persons whatsoever.

Grant of Security Interest. In consideration of the Lender’s extending credit and other financial accommodations to or for the benefit of the Borrower, the Healthtech Parties, jointly and severally, hereby grant to the Lender a security interest in, a lien on and a pledge and assignment of the Collateral (defined below). The security interest granted by this Agreement is given to and shall be held by the Lender as security for the payment and performance of all Obligations (as hereinafter defined).