Common use of Representations, Warranties and Covenants of the Debtor Clause in Contracts

Representations, Warranties and Covenants of the Debtor. (a) The Debtor is and will continue to be the owner of all of the Intellectual Property Collateral, free from any adverse claim, security interest, lien or encumbrance in favor of any Person except for the security interest granted to the Secured Party and except for (i) the prior lien of Silicon Valley Bank and (ii) Permitted Liens. (b) None of the Intellectual Property Collateral is or shall become subject to any Lien in favor of any Person other than the Secured Party and except for any Permitted Liens, and the Debtor agrees that it shall not license, transfer, convey or encumber any interest in or to the Intellectual Property Collateral. Notwithstanding the foregoing, the Debtor shall be permitted to license any of the Intellectual Property Collateral in the ordinary course of business on commercially reasonable terms and conditions. Any license of the Intellectual Property Collateral granted by the Debtor (each, a "License") shall be in writing and shall reserve all rights in the Debtor except those reasonably necessary in the ordinary course of business to fulfill the permitted purposes herein. The Debtor shall cause a copy of each License to be delivered to the Secured Party within thirty (30) days of execution by all parties thereto. (c) Except as disclosed in Schedule D hereto, the Debtor has made no previous assignment, transfer or agreement materially in conflict herewith or constituting a present or future assignment, transfer, or encumbrance of any of the Intellectual Property Collateral. (d) Except as disclosed in Schedule D hereto, there is no financing statement or other document or instrument now signed or on file in any public office granting a security interest in or otherwise encumbering any part of the Intellectual Property Collateral, except those showing the Secured Party as secured party. So long as any Obligations remain outstanding, the Debtor will not execute, and there will not be on file in any public office, any such financing statement or other document or instruments, except financing statements filed or to be filed in favor of the Secured Party or pursuant to a transaction permitted by the second sentence of Section 2(b). (e) Subject to any limitation stated therein or in connection therewith, all information furnished to the Secured Party concerning the Intellectual Property Collateral and proceeds thereof is and will be accurate and correct in all material respects. (f) Except as disclosed in Schedule D hereto, all Intellectual Property Collateral consisting of applications for Patents and for registrations of Trademarks and Copyrights has been duly and properly filed and all Intellectual Property Collateral consisting of issued or granted Patents and of registrations of Trademarks and Copyrights (including, without limitation, any and all renewals, reissues, continuations or divisions thereof, as the case may be) has been duly and properly maintained. (g) Promptly, but not more frequently than quarterly, upon the receipt of an official filing receipt indicating that a patent application or an application for registration of a trademark has been received by the U.S. Patent and Trademark Office or an application for registration of a copyright has been received by the U.S. Copyright Office and upon the issuance of any patent or of any trademark or copyright registration, the Debtor agrees to notify the Secured Party in writing, which notice shall identify such patent, trademark or copyright application or patent, trademark or copyright registration, and the Debtor shall execute all documents necessary to perfect a security interest in such patent, trademark or copyright application or such patent or trademark or copyright registration, and the Debtor shall annually, or more frequently as the Secured Party shall request, cause an instrument sufficient to perfect, protect or establish any Lien hereunder to be recorded in the U.S. Patent and Trademark Office with respect to all United States patent applications filed by it or patents issued to it during the prior calendar year and with respect to all trademark applications filed by it or trademark registrations issued to it during the prior calendar year, and the Debtor shall annually, or more frequently as the Secured Party shall request, cause an instrument sufficient to perfect, protect or establish any Lien hereunder to be recorded in the U.S. Copyright Office with respect to United States copyright applications filed by it or copyright registrations issued to it during the prior calendar year. (h) The Debtor shall not take any action, or permit any action to be taken by others subject to the Debtor's control, including licensees, or fail to take any action, or permit others subject to the Debtor's control, including licensees, to fail to take any action, subject to the provisions of Section 2(g), which would, in the case of any such actions or failures to act taken singly or together, materially adversely affect the validity, grant and enforceability of the security interest granted to the Secured Party hereunder. Notwithstanding the foregoing, the Debtor shall be permitted to abandon any of the Trademarks in accordance with the terms of Section 2(l). (i) The Debtor shall promptly notify the Secured Party, in writing, of any suit, action, proceeding, claim or counterclaim brought against the Debtor that would reasonably be expected to have a Material Adverse Effect on the Intellectual Property Collateral, and shall, on request, deliver to the Secured Party a copy of all pleadings, papers, orders or decrees theretofore and thereafter filed in any such suit, action or proceeding, and shall keep the Secured Party duly advised in writing of the progress of any such suit. (j) To the best knowledge and belief of the Debtor, except as disclosed in Schedule D, no infringement or unauthorized use presently is being made of any Intellectual Property Collateral. In the event of any material infringement of the Intellectual Property Collateral by others or in the event of any other conduct detrimental to the Intellectual Property Collateral by others known or brought to the attention of the Debtor, the Debtor shall promptly notify the Secured Party in writing at its address set forth in Section 5(a) of such infringement or other conduct and the full nature, extent, evidence and facts of such infringement or other conduct known to the Debtor. (k) If reasonably requested by the Secured Party, the Debtor shall provide the Secured Party a complete status report of all Intellectual Property Collateral. Upon request by the Secured Party, the Debtor shall deliver to counsel for the Secured Party copies of any such Intellectual Property Collateral and other documents concerning or related to the prosecution, protection, maintenance, enforcement and issuance of the Intellectual Property Collateral. (l) The Debtor shall notify the Secured Party in writing at the address set forth in Section 5(a) at least thirty (30) days prior to any proposed voluntary abandonment of any Intellectual Property Collateral (other than items of Intellectual Property Collateral that are not useful or beneficial to the business and operations of the Debtor) and obtain the prior written consent of the Secured Party to such abandonment. (m) During the term of this Agreement, the Debtor agrees: (i) whenever any of the registered Trademarks are used by or on behalf of the Debtor, if reasonably practicable, to affix or cause to be affixed a notice that the xxxx is a registered trademark or service xxxx, which notice shall be in a form accepted or required by the trademark marking laws of each country in which the xxxx is so used and registered; and (ii) whenever any of the underlying works covered by registered Copyrights are used by or on behalf of the Debtor, if reasonably practicable, to affix or cause to be affixed a notice that said underlying works are so covered, which notice shall be in a form accepted or required by the copyright laws of such country in which said underlying works are so used and registered. (n) Subject to the provisions of Section 4(g), during the term of this Agreement, all income, royalties, payments and damages due and payable to the Debtor under or in respect of the Intellectual Property Collateral shall be paid to the Debtor. (o) The Debtor agrees, upon the reasonable request by the Secured Party, during the term of this Agreement; (i) to execute, acknowledge and deliver all additional instruments and documents necessary or desirable to effect the purposes and intents of this Agreement, in a form reasonably acceptable to counsel the the Secured Party; and (ii) to do all such other acts as may be necessary or appropriate to carry out the purposes and intents of this Agreement, and to create, evidence, perfect and continue the security interest of the Secured Party in the Intellectual Property Collateral.

Representations, Warranties and Covenants of the Debtor. The Debtor represents, warrants and agrees as follows: 2 (a) The Debtor is and will continue to be the owner of owns all of the Intellectual Property CollateralCollateral including, without limitation, both the legal title and beneficial interest in the Membership Interest, free from any adverse claimand clear of all liens, security interest, lien or encumbrance in favor of any Person claims and encumbrances except for the rights of the Secured Party granted hereunder; (b) The Debtor has full power and authority to make the pledges, assignments and grants of security interests made hereby; (c) No consent of any person or entity and no authorization, approval or other action by, and no notice to or filing with any governmental authority or regulatory body is required for the Debtor to make the pledges, assignments or grants of security interests made hereby or for the Secured Party to exercise its rights hereunder; (d) The pledges, assignments and grants of security interests made hereby will not contravene any agreement binding upon the Debtor; (e) The pledge of the Membership Interest, and the grant of a security interest granted therein, to the Secured Party is, and except for (i) shall remain, duly noted in the prior lien books and records of Silicon Valley Bank and (ii) Permitted Liens.the LLC including, without limitation, the register or other similar listing of membership interests; (bf) None of The Note and this Agreement are legally valid and binding and are enforceable against the Intellectual Property Collateral is or shall become subject to any Lien parties thereto in favor of any Person other than the Secured Party and except for any Permitted Liensaccordance with their respective terms, and the Debtor agrees that it shall not license, transfer, convey or encumber any interest in or to the Intellectual Property Collateral. Notwithstanding the foregoing, the Debtor shall be permitted to license any of the Intellectual Property Collateral in the ordinary course of business on commercially reasonable terms and conditions. Any license of the Intellectual Property Collateral granted by the Debtor (each, a "License") shall be in writing and shall reserve all rights in the Debtor except those reasonably necessary in the ordinary course of business to fulfill the permitted purposes herein. The Debtor shall cause a copy of each License to be delivered to the Secured Party within thirty (30) days of execution by all parties thereto. (c) Except as disclosed in Schedule D hereto, the Debtor has made no previous assignment, transfer or agreement materially in conflict herewith or constituting a present or future assignment, transfer, or encumbrance of any of the Intellectual Property Collateral. (d) Except as disclosed in Schedule D hereto, there is no financing statement or other document or instrument now signed or on file in any public office granting a security interest in or otherwise encumbering any part of the Intellectual Property Collateral, except those showing the Secured Party as secured party. So long as any Obligations remain outstanding, the Debtor will not execute, and there will not be on file in any public office, any such financing statement or other document or instruments, except financing statements filed or to be filed this Agreement creates in favor of the Secured Party or pursuant to a transaction permitted by valid first priority security interest in, and lien upon, the second sentence of Section 2(b). (e) Subject to any limitation stated therein or in connection therewith, all information furnished to the Secured Party concerning the Intellectual Property Collateral and proceeds thereof is and will be accurate and correct in all material respects. (f) Except as disclosed in Schedule D hereto, all Intellectual Property Collateral consisting of applications for Patents and for registrations of Trademarks and Copyrights has been duly and properly filed and all Intellectual Property Collateral consisting of issued or granted Patents and of registrations of Trademarks and Copyrights (including, without limitation, any and all renewals, reissues, continuations or divisions thereof, as the case may be) has been duly and properly maintained.Collateral; (g) Promptly, but not more frequently than quarterly, upon the receipt The chief executive office of an official filing receipt indicating that a patent application or an application for registration of a trademark has been received by the U.S. Patent and Trademark Office or an application for registration of a copyright has been received by the U.S. Copyright Office and upon the issuance of any patent or of any trademark or copyright registration, the Debtor agrees to notify is located at the Secured Party in writing, which notice shall identify such patent, trademark or copyright application or patent, trademark or copyright registration, and the Debtor shall execute all documents necessary to perfect a security interest in such patent, trademark or copyright application or such patent or trademark or copyright registration, and the Debtor shall annually, or more frequently as the Secured Party shall request, cause an instrument sufficient to perfect, protect or establish any Lien hereunder to be recorded in the U.S. Patent and Trademark Office with respect to all United States patent applications filed by it or patents issued to it during the prior calendar year and with respect to all trademark applications filed by it or trademark registrations issued to it during the prior calendar year, and the Debtor shall annually, or more frequently as the Secured Party shall request, cause an instrument sufficient to perfect, protect or establish any Lien hereunder to be recorded in the U.S. Copyright Office with respect to United States copyright applications filed by it or copyright registrations issued to it during the prior calendar year. (h) The Debtor shall not take any action, or permit any action to be taken by others subject to the Debtor's control, including licensees, or fail to take any action, or permit others subject to the Debtor's control, including licensees, to fail to take any action, subject to the provisions of Section 2(g), which would, in the case of any such actions or failures to act taken singly or together, materially adversely affect the validity, grant and enforceability of the security interest granted to the Secured Party hereunder. Notwithstanding the foregoing, the Debtor shall be permitted to abandon any of the Trademarks in accordance with the terms of Section 2(l). (i) The Debtor shall promptly notify the Secured Party, in writing, of any suit, action, proceeding, claim or counterclaim brought against the Debtor that would reasonably be expected to have a Material Adverse Effect on the Intellectual Property Collateral, and shall, on request, deliver to the Secured Party a copy of all pleadings, papers, orders or decrees theretofore and thereafter filed in any such suit, action or proceeding, and shall keep the Secured Party duly advised in writing of the progress of any such suit. (j) To the best knowledge and belief of the Debtor, except as disclosed in Schedule D, no infringement or unauthorized use presently is being made of any Intellectual Property Collateral. In the event of any material infringement of the Intellectual Property Collateral by others or in the event of any other conduct detrimental to the Intellectual Property Collateral by others known or brought to the attention of the Debtor, the Debtor shall promptly notify the Secured Party in writing at its address set forth in Section 5(a) at the top of such infringement or other conduct this Agreement and the full nature, extent, evidence and facts of such infringement or other conduct known to the Debtor. (k) If reasonably requested by the Secured Party, the Debtor shall provide the Secured Party a complete status report of all Intellectual Property Collateral. Upon request by the Secured Party, the Debtor shall deliver to counsel for the Secured Party copies of any such Intellectual Property Collateral and other documents concerning or related to the prosecution, protection, maintenance, enforcement and issuance of the Intellectual Property Collateral. (l) The Debtor shall notify the Secured Party promptly in writing at in the address set forth in Section 5(a) at least thirty (30) days prior to any proposed voluntary abandonment of any Intellectual Property Collateral (other than items of Intellectual Property Collateral that are not useful or beneficial to the business and operations of the Debtor) and obtain the prior written consent of the Secured Party to such abandonment. (m) During the term of this Agreement, event the Debtor agrees: (i) whenever any of the registered Trademarks are used by or on behalf of the Debtor, if reasonably practicable, to affix or cause to be affixed a notice that the xxxx is a registered trademark or service xxxx, which notice shall be in a form accepted or required by the trademark marking laws of each country in which the xxxx is so used and registered; and (ii) whenever any of the underlying works covered by registered Copyrights are used by or on behalf of the Debtor, if reasonably practicable, to affix or cause to be affixed a notice that said underlying works are so covered, which notice shall be in a form accepted or required by the copyright laws of such country in which said underlying works are so used and registered. (n) Subject to the provisions of Section 4(g), during the term of this Agreement, all income, royalties, payments and damages due and payable to the Debtor under or in respect of the Intellectual Property Collateral shall be paid to the Debtor. (o) The Debtor agrees, upon the reasonable request by the Secured Party, relocates its chief executive office during the term of this Agreement; (h) The Debtor will execute such financing statements in connection herewith as the Secured Party may reasonably request; (i) The Debtor will pay or cause to executebe paid all taxes, acknowledge assessments, fees and deliver all additional instruments other charges respecting the Collateral or this Agreement which are from time to time levied upon or assessed against the Collateral, this Agreement or the Debtor (but the Debtor may contest such taxes or other charges in good faith and documents necessary with due diligence, provided no part of the Collateral will be subject to a lien, forfeiture, sale or desirable diminution in value in connection with such contested tax or other charge during any such contest); (j) The Debtor will not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of or grant any option with respect to effect the purposes and intents Membership Interest or the Collateral or (ii) create or permit to exist any lien, security interest, restriction, option or other charge or encumbrance upon or with respect to any of this Agreement, in a form reasonably acceptable the Collateral except for the rights granted to counsel the the Secured PartyParty hereby; and (iik) to do all such other acts Except as may be necessary or appropriate to carry out permitted by the purposes and intents of this Operating Agreement, the Debtor shall cause the LLC not to issue any Membership Interest or other securities in addition to or in substitution for the Membership Interest except to the Debtor, Secured Party or Entertainment, and the Debtor shall, immediately upon its acquisition (directly or indirectly) thereof, pledge to create, evidence, perfect and continue the security interest of the Secured Party in any and all such additional Membership Interests or other securities of the Intellectual Property CollateralLLC upon the terms and subject to the conditions of this Agreement and such Membership Interests or securities shall constitute part of the Collateral hereunder.

Representations, Warranties and Covenants of the Debtor. The Debtor hereby represents and warrants to the Lenders as of the date of this Agreement, as follows: (a) The the Debtor is duly organized and validly existing under the laws of the jurisdiction of its organization; (b) the Debtor has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and this Agreement has been duly executed and delivered by the Debtor; (c) this Agreement is valid, binding and enforceable against the Debtor in accordance with its terms; and, (d) the Debtor has sole, good, valid and material title to the Pledged Stock free from all direct and/or indirect liens, claims, interests, rights of first refusal, encumbrances and/or other clouds on title of any kind whatsoever; (e) Debtor does not and shall not dispute, in any judicial, administrative or other proceeding, the validity, priority, enforceability or extent of Lenders’ liens and security interests in any part of the Pledged Stock nor Lenders’ entitlement to the immediate possession of the Pledged Stock; (f) Debtor is not aware of pending or threatened litigation, or government action against it; (g) Debtor knowingly and freely has entered into this Agreement without any duress, coercion or undue influence exerted by or on behalf of any person including, but not limited to, the Lenders and/or any of their respective affiliates; (h) the execution, delivery, and performance by Debtor of this Agreement does not and will continue not require any filing or registration with, consent, or authorization or approval of, or notice to, or other action with or by, any court, legislature, agency, board, bureau, commission, instrumentality of any legislative, administrative or regulatory body (in each case whether federal, state, local, foreign or domestic or any agreement), other than such filings as may be required to be evidence the owner of all transfer of the Intellectual Property Collateral, free from any adverse claim, security interest, lien or encumbrance in favor of any Person except for the security interest granted to the Secured Party and except for Pledged Stock; (i) the prior lien of Silicon Valley Bank and (ii) Permitted Liens. (b) None of the Intellectual Property Collateral is or shall become subject to any Lien in favor of any Person no party other than the Secured Party and except for any Permitted Liens, Lenders and the Debtor agrees that it shall not license, transfer, convey (prior to the execution of this Agreement) has any claim or encumber any interest in or to the Intellectual Property Collateral. Notwithstanding Pledged Stock, and, that, upon execution hereof, Lenders shall have full, sole, good, valid and material legal title to the foregoingPledged Stock and are entitled to the immediate transfer by Debtor of the Pledged Stock free from all direct and/or indirect liens, claims, interests, rights of first refusal, encumbrances and/or other clouds on title of any kind whatsoever; (j) Debtor owns (beneficially and of record) and has not assigned or transferred to any other person or entity any or all of its rights, property interests and claims as are being altered, transferred or otherwise affected by this Agreement all of the Pledged Stock; and, (k) Debtor shall be permitted to license not include any of the Intellectual Property Collateral in the ordinary course of business on commercially reasonable terms and conditions. Any license of the Intellectual Property Collateral granted by the Debtor (each, a "License") shall be in writing and shall reserve all rights in the Debtor except those reasonably necessary in the ordinary course of business to fulfill the permitted purposes herein. The Debtor shall cause a copy of each License to be delivered to the Secured Party within thirty (30) days of execution by all parties thereto. (c) Except as disclosed in Schedule D hereto, the Debtor has made no previous assignment, transfer or agreement materially in conflict herewith or constituting a present or future assignment, transfer, or encumbrance of any of the Intellectual Property Collateral. (d) Except as disclosed in Schedule D hereto, there is no financing statement or other document or instrument now signed or on file Pledged Stock in any public office granting a security interest in or otherwise encumbering any part schedules of the Intellectual Property Collateral, except those showing the Secured Party as secured party. So long as any Obligations remain outstanding, the Debtor will not execute, and there will not be on file in any public office, any such financing statement or other document or instruments, except financing statements filed or assets to be filed in favor connection with any subsequent petition filed by or against it under Title 11 of the Secured Party or pursuant to a transaction permitted by the second sentence of Section 2(b). (e) Subject to any limitation stated therein or in connection therewith, all information furnished to the Secured Party concerning the Intellectual Property Collateral and proceeds thereof is and will be accurate and correct in all material respects. (f) Except as disclosed in Schedule D hereto, all Intellectual Property Collateral consisting of applications for Patents and for registrations of Trademarks and Copyrights has been duly and properly filed and all Intellectual Property Collateral consisting of issued or granted Patents and of registrations of Trademarks and Copyrights (including, without limitation, any and all renewals, reissues, continuations or divisions thereof, as the case may be) has been duly and properly maintained. (g) Promptly, but not more frequently than quarterly, upon the receipt of an official filing receipt indicating that a patent application or an application for registration of a trademark has been received by the U.S. Patent and Trademark Office or an application for registration of a copyright has been received by the U.S. Copyright Office and upon the issuance of any patent or of any trademark or copyright registration, the Debtor agrees to notify the Secured Party in writing, which notice shall identify such patent, trademark or copyright application or patent, trademark or copyright registration, and the Debtor shall execute all documents necessary to perfect a security interest in such patent, trademark or copyright application or such patent or trademark or copyright registration, and the Debtor shall annually, or more frequently as the Secured Party shall request, cause an instrument sufficient to perfect, protect or establish any Lien hereunder to be recorded in the U.S. Patent and Trademark Office with respect to all United States patent applications filed by it Code or patents issued to it during the prior calendar year any similar proceeding under applicable state or federal law. The representations, warranties and with respect to all trademark applications filed by it or trademark registrations issued to it during the prior calendar year, and the Debtor shall annually, or more frequently as the Secured Party shall request, cause an instrument sufficient to perfect, protect or establish any Lien hereunder to be recorded in the U.S. Copyright Office with respect to United States copyright applications filed by it or copyright registrations issued to it during the prior calendar year. (h) The Debtor shall not take any action, or permit any action to be taken by others subject to the Debtor's control, including licensees, or fail to take any action, or permit others subject to the Debtor's control, including licensees, to fail to take any action, subject to the provisions of Section 2(g), which would, in the case of any such actions or failures to act taken singly or together, materially adversely affect the validity, grant and enforceability of the security interest granted to the Secured Party hereunder. Notwithstanding the foregoing, the Debtor shall be permitted to abandon any of the Trademarks in accordance with the terms of Section 2(l). (i) The Debtor shall promptly notify the Secured Party, in writing, of any suit, action, proceeding, claim or counterclaim brought against the Debtor that would reasonably be expected to have a Material Adverse Effect on the Intellectual Property Collateral, and shall, on request, deliver to the Secured Party a copy of all pleadings, papers, orders or decrees theretofore and thereafter filed in any such suit, action or proceeding, and shall keep the Secured Party duly advised in writing of the progress of any such suit. (j) To the best knowledge and belief of the Debtor, except as disclosed in Schedule D, no infringement or unauthorized use presently is being made of any Intellectual Property Collateral. In the event of any material infringement of the Intellectual Property Collateral by others or in the event of any other conduct detrimental to the Intellectual Property Collateral by others known or brought to the attention of the Debtor, the Debtor shall promptly notify the Secured Party in writing at its address covenants set forth in this Section 5(a) 4, shall survive execution of such infringement or other conduct this Agreement and the full nature, extent, evidence and facts of such infringement or other conduct known to the DebtorForeclosure. (k) If reasonably requested by the Secured Party, the Debtor shall provide the Secured Party a complete status report of all Intellectual Property Collateral. Upon request by the Secured Party, the Debtor shall deliver to counsel for the Secured Party copies of any such Intellectual Property Collateral and other documents concerning or related to the prosecution, protection, maintenance, enforcement and issuance of the Intellectual Property Collateral. (l) The Debtor shall notify the Secured Party in writing at the address set forth in Section 5(a) at least thirty (30) days prior to any proposed voluntary abandonment of any Intellectual Property Collateral (other than items of Intellectual Property Collateral that are not useful or beneficial to the business and operations of the Debtor) and obtain the prior written consent of the Secured Party to such abandonment. (m) During the term of this Agreement, the Debtor agrees: (i) whenever any of the registered Trademarks are used by or on behalf of the Debtor, if reasonably practicable, to affix or cause to be affixed a notice that the xxxx is a registered trademark or service xxxx, which notice shall be in a form accepted or required by the trademark marking laws of each country in which the xxxx is so used and registered; and (ii) whenever any of the underlying works covered by registered Copyrights are used by or on behalf of the Debtor, if reasonably practicable, to affix or cause to be affixed a notice that said underlying works are so covered, which notice shall be in a form accepted or required by the copyright laws of such country in which said underlying works are so used and registered. (n) Subject to the provisions of Section 4(g), during the term of this Agreement, all income, royalties, payments and damages due and payable to the Debtor under or in respect of the Intellectual Property Collateral shall be paid to the Debtor. (o) The Debtor agrees, upon the reasonable request by the Secured Party, during the term of this Agreement; (i) to execute, acknowledge and deliver all additional instruments and documents necessary or desirable to effect the purposes and intents of this Agreement, in a form reasonably acceptable to counsel the the Secured Party; and (ii) to do all such other acts as may be necessary or appropriate to carry out the purposes and intents of this Agreement, and to create, evidence, perfect and continue the security interest of the Secured Party in the Intellectual Property Collateral.

Representations, Warranties and Covenants of the Debtor. (a) The With respect to the Secured Assets, Debtor is hereby represents, warrants and will continue to be the owner of all of the Intellectual Property Collateral, free from any adverse claim, security interest, lien or encumbrance in favor of any Person except for the security interest granted covenants to the Secured Party and as follows: (A) Debtor is the sole owner of the Secured Assets, except for the assets listed in Schedule 6(i) attached hereto. No Subsidiary or Affiliate of Debtor owns or will own any Patent Rights rights under contracts or agreements or other rights or assets of any kind or nature relating to MRI. (iB) The Secured Assets listed in Schedule 6(i) hereof are licensed to Debtor and pursuant to the prior lien license agreements identified on that Schedule, true and complete copies of Silicon Valley Bank which license agreements have previously been provided to Lender. Debtor is in material compliance with all of each such license agreement, and each such license agreement is in full force and effect, enforceable in accordance with its terms, and has not been varied, amended or modified in any manner. (ii) Permitted Until all principal and interest which may be outstanding under the Loan Agreement is indefeasibly paid in full, Debtor will have such rights of ownership or other rights to each item of the Secured Assets as Debtor has on and as of the date hereof; the same will be used solely in connection with the Debtor’s business; all of the Secured Assets are free and clear of all Liens, including any security interests or collateral interests of any other party. (biii) None of the Intellectual Property Collateral is or shall become subject Debtor hereby authorizes Secured Party to any Lien in favor of any Person other than file all financing statements and amendments and supplements thereto, if any, including continuation statements with respect to the Secured Party and except for any Permitted Liens, and the Debtor agrees that it shall not license, transfer, convey or encumber any interest in or to the Intellectual Property Collateral. Notwithstanding the foregoing, the Debtor shall be permitted to license any of the Intellectual Property Collateral in the ordinary course of business on commercially reasonable terms and conditions. Any license of the Intellectual Property Collateral granted by the Debtor (each, a "License") shall be in writing and shall reserve all rights in the Debtor except those Assets reasonably necessary in the ordinary course judgment of business the Secured Party to fulfill perfect the permitted purposes hereinsecurity interest in the Secured Assets granted hereby. The At the written request of the Secured Party, Debtor shall cause a copy will attend to the filing of each License any and all continuation statements, as may be reasonably requested by the Secured Party in order to be delivered continue the perfection of the security interests of the Secured Party hereunder. (iv) Debtor shall, from time to time as requested by the Secured Party, take such action, including without limitation to execute and deliver to the Secured Party within thirty (30) days of execution all such instruments, assignments, supplements, further assurances and security or other agreements, as may be reasonably required or reasonably requested by all parties theretothe Secured Party in order to perfect and continue the Secured Party’s security interest in the Secured Assets hereunder and to provide the Secured Party with the full benefits contemplated by this Agreement. (cv) Except as disclosed in Schedule D heretoDebtor agrees to pay, the Debtor has made no previous assignment, transfer or agreement materially in conflict herewith or constituting a present or future assignment, transfer, or encumbrance of any of the Intellectual Property Collateral. (d) Except as disclosed in Schedule D hereto, there is no financing statement or other document or instrument now signed or on file in any public office granting a security interest in or otherwise encumbering any part of the Intellectual Property Collateral, except those showing and to hold the Secured Party as secured party. So long as any Obligations remain outstanding, the Debtor will not execute, and there will not be on file in any public officeharmless from, any such financing statement or other document or instruments, except financing statements filed or to be filed in favor of the Secured Party or pursuant to a transaction permitted by the second sentence of Section 2(b). (e) Subject to any limitation stated therein or in connection therewith, all information furnished to the Secured Party concerning the Intellectual Property Collateral and proceeds thereof is and will be accurate and correct in all material respects. (f) Except as disclosed in Schedule D hereto, all Intellectual Property Collateral consisting of applications for Patents and for registrations of Trademarks and Copyrights has been duly and properly filed and all Intellectual Property Collateral consisting of issued or granted Patents Liabilities, costs and of registrations of Trademarks and Copyrights expenses (including, without limitation, reasonable legal fees and expenses) except those caused by the willful misconduct or gross negligence of the Secured Party (1) with respect to, or resulting from, any delay in paying, any and all renewalswithholding or other taxes which may be payable or determined to be payable with respect to any of the Secured Assets, reissues, continuations or divisions thereof, as and (2) in connection with any of the case may be) has been duly and properly maintainedtransactions contemplated by this Security Agreement. (gvi) PromptlyDebtor will not create, but not more frequently than quarterlyincur or permit to exist, upon and it will defend the receipt of an official filing receipt indicating that a patent application Secured Assets against, and it will take such other action as is necessary, or an application for registration of a trademark has been received reasonably requested by the U.S. Patent and Trademark Office Secured Party, to promptly remove, any Lien or an application for registration of a copyright has been received by claim on or to the U.S. Copyright Office and upon Secured Assets, other than the issuance liens created hereby, and, subject to the terms of any patent or agreements relating to licensed Secured Assets, it will defend the right, title and interest of any trademark or copyright registration, the Debtor agrees to notify the Secured Party in writingand to any of the Secured Assets against the claims and demands of all persons whomsoever. (vii) Debtor will not sell or otherwise transfer in any manner whatsoever any of the Secured Assets, which notice shall identify such patent, trademark or copyright application or patent, trademark or copyright registration, and except upon the Debtor shall execute all documents necessary to perfect a security interest in such patent, trademark or copyright application or such patent or trademark or copyright registration, and the Debtor shall annually, or more frequently as advance written consent of the Secured Party shall requestor as otherwise permitted under the Loan Agreement. (viii) Debtor has the power to execute and deliver this Security Agreement and to perform its obligations hereunder and has taken all necessary action and has received all required consents (private and governmental) to authorize such execution, cause an instrument sufficient delivery and performance, and this Security Agreement constitutes the legal, valid and binding obligation of the Debtor, enforceable against it in accordance with its terms. Furthermore, the execution, delivery and performance of this Security Agreement by Debtor does not and will not violate any material Law applicable to perfectDebtor in connection with the transactions contemplated hereby. (ix) The execution, protect performance and delivery of this Security Agreement does not violate or establish conflict in any Lien hereunder material respect with the terms or provisions of, or the Debtor’s performance under, any contract or agreement by or to be recorded which the Debtor is a party, bound or subject. (x) Debtor is not in material default under any contract or agreement by or to which the U.S. Patent Debtor is now or hereafter a party, bound or subject that is part of the Secured Assets. Debtor will perform and Trademark Office comply in all material respects with respect to all United States patent applications obligations under all provisions of any Document filed by Debtor with the Securities and Exchange Commission to which Debtor is a party or by which it or patents issued any of its assets is bound that relates to it during the prior calendar year Secured Assets, after giving effect to any applicable grace periods thereto. (xi) Debtor does not transact and has not transacted within the past five (5) years, any part of its business under any trade names, division names, assumed names or other names. (xii) Debtor is a Delaware corporation whose chief executive office is located at Cambridge, Massachusetts. (a) Debtor is the true and lawful exclusive owner of the Patent Rights set forth on Schedule 1 hereto; (b) the Patent Collateral is valid and enforceable; (c) Debtor has no notice of any suits or actions commenced or threatened against it, or notice of claims asserted or threatened against it, with respect reference to all trademark applications filed by it or trademark registrations issued to it during the prior calendar year, Patent Rights and the interests granted herein; and (d) the Patent Rights and all interests granted herein are so granted free from all liens, charges, claims, options, licenses, pledges and encumbrances of every kind and character, except for licenses granted by Debtor set forth on Schedule 6(xiii) hereto. (xiv) (a) until all of the Obligations have been satisfied in full, Debtor will not enter into any agreement, including without limitation, license agreements, which are inconsistent with Debtor’s obligations under this Security Agreement; and (b) if Debtor acquires rights to any new Patent Collateral, the provisions of this Security Agreement shall automatically apply thereto and Debtor shall annuallygive the Lender prompt written notice thereof along with an amended Schedule 1. Notwithstanding anything to the contrary contained herein, including, without limitation, the provisions of clauses (i), (v) and (vi) of this Xxxxxxx 0, Xxxxxx may, prior to the occurrence of an Event of Default, without the consent of the Secured Party, grant licenses to or more frequently as under the Secured Assets that are consistent with any existing or future license granted by the Debtor to the Secured Party shall requestor any of its affiliates, cause an instrument sufficient to perfect, protect or establish and any Lien hereunder to be recorded payments received by Debtor in connection with the U.S. Copyright Office with respect to United States copyright applications filed by it or copyright registrations issued to it during the prior calendar year. (h) The Debtor shall not take any action, or permit any action to be taken by others subject to the Debtor's control, including licensees, or fail to take any action, or permit others subject to the Debtor's control, including licensees, to fail to take any action, subject to the provisions of Section 2(g), which would, in the case grant of any such actions license (whether in the form of license fees, upfront payments, milestone payments, royalties or failures to act taken singly or together, materially adversely affect the validity, grant and enforceability of otherwise) shall not be considered Proceeds covered by the security interest granted to the Secured Party hereunder. Notwithstanding ; provided that, all Proceeds from the foregoing, grant of any such license that are received by the Debtor or which the Debtor is entitled to receive subsequent to the occurrence of an Event of Default shall be permitted to abandon any of considered Proceeds covered by the Trademarks in accordance with the terms of Section 2(l). (i) The Debtor shall promptly notify the Secured Party, in writing, of any suit, action, proceeding, claim or counterclaim brought against the Debtor that would reasonably be expected to have a Material Adverse Effect on the Intellectual Property Collateral, and shall, on request, deliver security interest granted to the Secured Party a copy of all pleadings, papers, orders or decrees theretofore and thereafter filed in any such suit, action or proceeding, and shall keep the Secured Party duly advised in writing of the progress of any such suithereunder. (j) To the best knowledge and belief of the Debtor, except as disclosed in Schedule D, no infringement or unauthorized use presently is being made of any Intellectual Property Collateral. In the event of any material infringement of the Intellectual Property Collateral by others or in the event of any other conduct detrimental to the Intellectual Property Collateral by others known or brought to the attention of the Debtor, the Debtor shall promptly notify the Secured Party in writing at its address set forth in Section 5(a) of such infringement or other conduct and the full nature, extent, evidence and facts of such infringement or other conduct known to the Debtor. (k) If reasonably requested by the Secured Party, the Debtor shall provide the Secured Party a complete status report of all Intellectual Property Collateral. Upon request by the Secured Party, the Debtor shall deliver to counsel for the Secured Party copies of any such Intellectual Property Collateral and other documents concerning or related to the prosecution, protection, maintenance, enforcement and issuance of the Intellectual Property Collateral. (l) The Debtor shall notify the Secured Party in writing at the address set forth in Section 5(a) at least thirty (30) days prior to any proposed voluntary abandonment of any Intellectual Property Collateral (other than items of Intellectual Property Collateral that are not useful or beneficial to the business and operations of the Debtor) and obtain the prior written consent of the Secured Party to such abandonment. (m) During the term of this Agreement, the Debtor agrees: (i) whenever any of the registered Trademarks are used by or on behalf of the Debtor, if reasonably practicable, to affix or cause to be affixed a notice that the xxxx is a registered trademark or service xxxx, which notice shall be in a form accepted or required by the trademark marking laws of each country in which the xxxx is so used and registered; and (ii) whenever any of the underlying works covered by registered Copyrights are used by or on behalf of the Debtor, if reasonably practicable, to affix or cause to be affixed a notice that said underlying works are so covered, which notice shall be in a form accepted or required by the copyright laws of such country in which said underlying works are so used and registered. (n) Subject to the provisions of Section 4(g), during the term of this Agreement, all income, royalties, payments and damages due and payable to the Debtor under or in respect of the Intellectual Property Collateral shall be paid to the Debtor. (o) The Debtor agrees, upon the reasonable request by the Secured Party, during the term of this Agreement; (i) to execute, acknowledge and deliver all additional instruments and documents necessary or desirable to effect the purposes and intents of this Agreement, in a form reasonably acceptable to counsel the the Secured Party; and (ii) to do all such other acts as may be necessary or appropriate to carry out the purposes and intents of this Agreement, and to create, evidence, perfect and continue the security interest of the Secured Party in the Intellectual Property Collateral.