Common use of REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE GRANTOR Clause in Contracts

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE GRANTOR. (a) Except as otherwise provided in this Agreement, the Grantor 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 Lender and except for 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 Lender and except for any Permitted Liens, and the Grantor agrees that it shall not license, transfer, convey or encumber any interest in or to the Intellectual Property Collateral, except for: (i) licenses of Intellectual Property Collateral granted in the ordinary course of the business of the Grantor; (ii) transfers or conveyances of Intellectual Property Collateral not otherwise permitted under this Agreement for consideration not to exceed an amount in any fiscal year of the Grantor in excess of ten percent (10%) of the Grantor's gross revenues for the prior fiscal year and provided that (1) adequate consideration is received and (2) the Board of Directors determines it is in the best interest of the corporation; (iii) licenses, transfers, conveyances or encumbrances of Intellectual Property Collateral as described in Schedule E hereto; (iv) licenses for use outside of the United States; and (v) any other licenses, transfers, conveyances or encumbrances of Intellectual Property Collateral requested by the Grantor and consented to by the Lender (any such consent not to be unreasonably withheld). Any license of the Intellectual Property Collateral granted by the Grantor (each, a "License") shall be in writing and shall reserve all rights in the Grantor except those reasonably necessary in the ordinary course of business to fulfill the permitted purposes herein. The Grantor shall cause a copy of each License to be delivered to the Lender within thirty (30) days of execution by all parties thereto. (c) Except as disclosed in Schedule D hereto, the Grantor has made no previous assignment, transfer or agreement 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 Lender as secured party. So long as any Obligations remain outstanding, the Grantor will not execute, and there will not be on file in any public office, any such financing statement or other document or instruments, except as permitted under Section 2(b) or financing statements filed or to be filed in favor of the Lender. (e) Subject to any limitation stated therein or in connection therewith, all information furnished to the Lender concerning the Intellectual Property Collateral and proceeds thereof is and will be accurate and correct in all material respects. (f) 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) Not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Grantor, and not later than 120 days after the end of each fiscal quarter ending with a fiscal year of the Grantor, the Grantor shall provide Lender with a summary report for the immediately preceding fiscal quarter of all patent applications or applications for registration of a trademark filed by the Grantor with the U.S. Patent and Trademark Office during such fiscal quarter, all applications for registration of copyrights filed by the Grantor with the U.S. Copyright Office during such fiscal quarter, and of all patents issued to the Grantor, and trademark and copyright registrations granted to the Grantor, during such fiscal quarter. Thereafter, at Lender's request, the Grantor shall execute all documents necessary to perfect a security interest in any patent, trademark or copyright application or patent or trademark or copyright registration, and the Grantor shall annually, or more frequently as the Lender 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 Grantor shall annually, or more frequently as the Lender reasonably 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 Grantor shall not take any action, or permit any action to be taken by others subject to the Grantor's control, including licensees, or fail to take any action, or permit others subject to the Grantor'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, adversely affect the validity, grant and enforceability of the security interest granted to the Lender hereunder. Notwithstanding the foregoing, the Grantor shall be permitted to abandon any of the Intellectual Property Collateral in accordance with the terms of Section 2(l). (i) The Grantor shall promptly notify the Lender, in writing, of any suit, action, proceeding, claim or counterclaim brought against the Grantor that would reasonably be expected to affect adversely the Intellectual Property Collateral, and shall, on request, deliver to the Lender a copy of all pleadings, papers, orders or decrees theretofore and thereafter filed in any such suit, action or proceeding, and shall keep the Lender duly advised in writing of the progress of any such suit. (j) To the best knowledge and belief of the Grantor after due inquiry, 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 Grantor, the Grantor shall promptly notify the Lender 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 Grantor. (k) If requested by the Lender, the Grantor, upon reasonable notice and at the Lender's expense, shall provide the Lender with access to the Intellectual Property Collateral records maintained by the Grantor. (l) The Grantor shall notify the Lender in writing at the address set forth in Section 5(a) at least sixty 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 Grantor) and obtain the prior written consent of the Lender to such abandonment, which consent shall not be unreasonably withheld. (m) During the term of this Agreement, the Grantor agrees: (i) whenever any of the registered Trademarks are used by or on behalf of the Grantor, 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 Grantor, 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 Grantor under or in respect of the Intellectual Property Collateral shall be paid to the Grantor. (o) The Grantor agrees, upon the reasonable request by the Lender, 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 for the Lender; 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 interests of the Lender in the Intellectual Property Collateral.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE GRANTOR. (a) Except The Grantor hereby represents, warrants and covenants in favour of the Grantee and each of the Holders as otherwise provided in this Agreement, follows: the Grantor is and will continue shall (until it is dissolved) remain a corporation duly incorporated and validly existing under the laws of England and Wales and has all requisite corporate power and authority to carry on its business as now conducted and as presently proposed to be conducted; the owner D Preference Shares to be issued upon valid exercise of all of the Intellectual Property CollateralWarrants, free from any adverse claimwhen issued, security interestwill be validly issued, lien or encumbrance in favor of any Person except for the security interest granted to the Lender and except for Permitted Liens. (b) None of the Intellectual Property Collateral is or shall become fully paid, not subject to any Lien in favor call for the payment of further capital, free of any Person other than the Lender and except for any Permitted Lienstaxes, and the Grantor agrees that it shall not licenseliens, transfer, convey or encumber any interest in or to the Intellectual Property Collateral, except for: (i) licenses of Intellectual Property Collateral granted in the ordinary course of the business of the Grantor; (ii) transfers or conveyances of Intellectual Property Collateral not otherwise permitted under this Agreement for consideration not to exceed an amount in any fiscal year of the Grantor in excess of ten percent (10%) of the Grantor's gross revenues for the prior fiscal year and provided that (1) adequate consideration is received and (2) the Board of Directors determines it is in the best interest of the corporation; (iii) licenses, transfers, conveyances charges or encumbrances of Intellectual Property Collateral as described any nature whatsoever and, based in Schedule E hereto; (iv) licenses for use outside part upon the representations of the United States; and (v) any other licensesGrantee contained in this agreement, transferswill be issued in compliance with applicable law, conveyances or encumbrances of Intellectual Property Collateral requested by including without limitation the Grantor and consented to by the Lender (any such consent not to be unreasonably withheld). Any license of the Intellectual Property Collateral granted by the Grantor (each, a "License") shall be in writing and shall reserve all rights in the Grantor except those reasonably necessary in the ordinary course of business to fulfill the permitted purposes hereinCompanies Act. The Grantor shall cause a copy of each License to Ordinary Shares into which the D Preference Shares may be delivered to the Lender within thirty (30) days of execution by all parties thereto. (c) Except as disclosed in Schedule D hereto, the Grantor has made no previous assignment, transfer or agreement 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 Lender as secured party. So long as any Obligations remain outstanding, the Grantor will not execute, and there will not be on file in any public office, any such financing statement or other document or instruments, except as permitted under Section 2(b) or financing statements filed or to be filed in favor of the Lender. (e) Subject to any limitation stated therein or in connection therewith, all information furnished to the Lender concerning the Intellectual Property Collateral and proceeds thereof is and will be accurate and correct in all material respects. (f) 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) Not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Grantor, and not later than 120 days after the end of each fiscal quarter ending with a fiscal year of the Grantor, the Grantor shall provide Lender with a summary report for the immediately preceding fiscal quarter of all patent applications or applications for registration of a trademark filed by the Grantor with the U.S. Patent and Trademark Office during such fiscal quarter, all applications for registration of copyrights filed by the Grantor with the U.S. Copyright Office during such fiscal quarter, and of all patents issued to the Grantor, and trademark and copyright registrations granted to the Grantor, during such fiscal quarter. Thereafter, at Lender's request, the Grantor shall execute all documents necessary to perfect a security interest in any patent, trademark or copyright application or patent or trademark or copyright registration, and the Grantor shall annually, or more frequently as the Lender 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 Grantor shall annually, or more frequently as the Lender reasonably 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 Grantor shall not take any action, or permit any action to be taken by others subject to the Grantor's control, including licensees, or fail to take any action, or permit others subject to the Grantor'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, adversely affect the validity, grant and enforceability of the security interest granted to the Lender hereunder. Notwithstanding the foregoing, the Grantor shall be permitted to abandon any of the Intellectual Property Collateral converted in accordance with the terms of Section 2(l). the Articles shall, upon such conversion, be duly and validly issued, fully paid and not subject to any call for the payment of further capital and issued in compliance with applicable laws as aforesaid; the existing issued shares in the capital of the Grantor were duly and validly authorised allotted and issued, fully paid, are not subject to any call for the payment of further capital and were issued in compliance with applicable law, including without limitation the Companies Act and all US federal and state securities laws applicable at the relevant time to the Grantor; the Grantor has made available to the Grantee on the date of this agreement true, correct and complete copies of the Memorandum and Articles, and the Grantor shall supply to each Holder, within fourteen days of the relevant resolution being passed, a copy of any resolution amending either the Memorandum or the Articles; the issue of share certificates for D Preference Shares upon exercise of Warrants shall be made without charge to the Holder for any cost incurred by the Grantor in connection with such exercise and the related issue of such D Preference Shares; the execution and delivery by the Grantor of this agreement and the performance of all its obligations hereunder, including (but not limited to) the issue of the Warrants, have been duly authorised by all necessary action on the part of the Grantor and the entry by the Grantor into the Rental Facility Agreement and this agreement does not conflict with, or contravene any provision of the Memorandum or the Articles and does not contravene any United Kingdom law or governmental rule, regulation or order applicable to it, does not and will not contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument to which it is a party or by which it or any of its assets is bound, and the Warrants and this agreement constitute the legal and valid obligations of the Grantor, enforceable against it in accordance with their respective terms; no consent or approval of, giving of notice to, registration with, or taking of any other action in respect of any United Kingdom governmental authority or agency is required with respect to the execution, delivery and performance by the Grantor of its obligations under the Warrants or this agreement, except for the filing of documents with the Companies' Registry for England and Wales. Any such filings shall be effected promptly and in any event within the period permitted by Statute; the Grantor is not, pursuant to the terms of any agreement, under any obligation to (i) The Grantor shall promptly notify the Lendersecure any Listing in respect of, in writing, of or (ii) make any suit, action, proceeding, claim or counterclaim brought against the Grantor that would reasonably be expected to affect adversely the Intellectual Property Collateral, and shall, on request, deliver offer to the Lender a copy public in respect of, any of all pleadings, papers, orders its issued loan or decrees theretofore and thereafter filed in any such suit, action or proceeding, and shall keep the Lender duly advised in writing of the progress of any such suit. (j) To the best knowledge and belief of the Grantor after due inquiry, no infringement or unauthorized use presently is being made of any Intellectual Property Collateralshare capital. In the event of any material infringement breach of any of the Intellectual Property Collateral by others or representations, warranties and covenants set out in the event of any other conduct detrimental to the Intellectual Property Collateral by others known or brought to the attention of the Grantorclause 12.1, the Grantor shall promptly notify have no liability in respect of such breach unless written notice of a claim in relation to such breach is given by the Lender relevant Holder no later than twelve months following the date that such Holder became aware, or ought reasonably to have become aware, of such breach. GRANTEE'S UNDERTAKINGS The Grantee hereby acknowledges that, in writing at its address reliance upon the representations and warranties of the Grantor set forth in Section 5(a) of such infringement or other conduct herein, the Warrants are, and the full natureD Preference Shares shall be, extent, evidence issued without registration under the 1933 Act or any state securities laws and facts consequently none of such infringement the Warrants or other conduct known to the Grantor. D Preference Shares (k) If requested by the Lendercollectively, the Grantor"Securities") may be sold, upon reasonable notice transferred or otherwise disposed of without registration under the 1933 Act and at the Lender's expenseany applicable state securities laws or an exemption therefrom. The Grantee hereby represents, shall provide the Lender with access to the Intellectual Property Collateral records maintained by the Grantor. (l) The Grantor shall notify the Lender warrants and covenants in writing at the address set forth in Section 5(a) at least sixty 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 favour of the Grantor) : that the Securities are or will be acquired for investment and obtain not with a view to the prior written consent sale or distribution of any part thereof, and the Grantee has no present intention of selling or engaging in any public distribution of the Lender same; that the Grantee has such knowledge and experience in financial and business matters as to such abandonmentbe capable of evaluating the merits and risks of its investment, which consent shall and has the ability to bear the economic risks of its investment; that the Grantee understands that if the Grantee does not be unreasonably withheld. (mregister with the Securities and Exchange Commission pursuant to Section 12 of the 1933 Act, or file reports pursuant to Section 15(d) During of the term Securities Exchange Act of this Agreement1934, or if a registration statement covering the Grantor agrees: securities under the 1933 Act is not in effect when it desires to sell (i) whenever any of the registered Trademarks are used by rights to purchase D Preference Shares pursuant to this Warrant Agreement, or on behalf of the Grantor, 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 the D Preference Shares issuable upon exercise of the underlying works covered by registered Copyrights are used by or on behalf right to purchase, it may be required to hold such securities for an indefinite period. The Grantee also understands that any sale of the Grantor, if reasonably practicable, to affix or cause to Securities which might be affixed a notice made by it in reliance upon Rule 144 under the 1933 Act may be made only in accordance with the terms and conditions of that said underlying works are so covered, which notice shall be in a form accepted or required by Rule; that the copyright laws of such country in which said underlying works are so used and registered. (n) Subject to Grantee is an "accredited investor" within the provisions of Section 4(g), during the term of this Agreement, all income, royalties, payments and damages due and payable to the Grantor under or in respect meaning of the Intellectual Property Collateral shall be paid to the GrantorSecurities and Exchange Rule 501 of Regulation D, as presently in effect. (o) The Grantor agrees, upon the reasonable request by the Lender, 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 for the Lender; 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 interests of the Lender in the Intellectual Property Collateral.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE GRANTOR. The Grantor hereby represents, warrants and covenants that, at all times while any of the Secured Obligations remain outstanding and/or unperformed: (a) Except as otherwise provided in this Agreementexcept for the Lien granted hereunder (and the rights and remedies of the Loan Trustee related to such Lien), the Grantor is and will continue to at all times in the future, so long as any of the Secured Obligations remain outstanding and/or unperformed, be the sole legal owner of all of the Intellectual Property Lease Collateral, free from any adverse claim, security interest, lien or encumbrance in favor and clear of any Person except for and all Liens. The Grantor will promptly, at its own expense, take (or cause to be taken) such actions as may be necessary to duly discharge any Lien if the security interest granted to the Lender and except for Permitted Liens.same shall arise at any time; (b) None except as contemplated hereby, the Grantor has not previously made nor will it make, so long as any of the Intellectual Property Collateral is Secured Obligations remain outstanding and/or unperformed, any sale, assignment, pledge, mortgage, hypothecation or shall become subject to any Lien in favor of any Person other than the Lender and except for any Permitted Liens, and the Grantor agrees that it shall not license, transfer, convey or encumber any interest in or to the Intellectual Property Collateral, except for: (i) licenses of Intellectual Property Collateral granted in the ordinary course transfer of the business of the Grantor; (ii) transfers or conveyances of Intellectual Property Collateral not otherwise permitted under this Agreement for consideration not to exceed an amount in any fiscal year of the Grantor in excess of ten percent (10%) of the Grantor's gross revenues for the prior fiscal year and provided that (1) adequate consideration is received and (2) the Board of Directors determines it is in the best interest of the corporation; (iii) licenses, transfers, conveyances or encumbrances of Intellectual Property Collateral as described in Schedule E hereto; (iv) licenses for use outside of the United States; and (v) any other licenses, transfers, conveyances or encumbrances of Intellectual Property Collateral requested by the Grantor and consented to by the Lender (any such consent not to be unreasonably withheld). Any license of the Intellectual Property Collateral granted by the Grantor (each, a "License") shall be in writing and shall reserve all rights in the Grantor except those reasonably necessary in the ordinary course of business to fulfill the permitted purposes herein. The Grantor shall cause a copy of each License to be delivered to the Lender within thirty (30) days of execution by all parties thereto.Lease Collateral; (c) Except as disclosed in Schedule D hereto, the Grantor has made no previous assignment, transfer legal authority to grant a Lien in respect of the Lease Collateral in the manner hereby done or agreement in conflict herewith or constituting a present or future assignment, transfer, or encumbrance contemplated and will defend the Grantor’s title to the Lease Collateral against the claims of any of the Intellectual Property Collateral.and all Persons; (d) Except as disclosed in Schedule D heretono consent or approval of any governmental entity, there or of any securities exchange, 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 necessary to the validity of the Intellectual Property Collateral, except those showing the Lender as secured party. So long as any Obligations remain outstanding, Lien effected hereby; (e) the Grantor will not execute, and there will not be on file in any public office, any such financing statement cause or other document or instruments, except as permitted under Section 2(b) or financing statements filed or to be filed in favor of the Lender. (e) Subject consent to any limitation stated therein act or omission or failure to act which would constitute, or result, directly or indirectly, in connection therewith, all information furnished to the Lender concerning the Intellectual Property Collateral and proceeds thereof is and will be accurate and correct in all material respects.occurrence of a Lease Event of Default; (f) All Intellectual Property Collateral consisting of applications for Patents at any time 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 (includingfrom time to time, without limitation, any and all renewals, reissues, continuations or divisions thereof, as at the case may be) has been duly and properly maintained. (g) Not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Grantor, and not later than 120 days after the end of each fiscal quarter ending with a fiscal year expense of the Grantor, the Grantor shall provide Lender with a summary report for the immediately preceding fiscal quarter of will promptly execute and deliver all patent applications or applications for registration of a trademark filed by the Grantor with the U.S. Patent further instruments and Trademark Office during such fiscal quarter, all applications for registration of copyrights filed by the Grantor with the U.S. Copyright Office during such fiscal quarterdocuments, and of take all patents issued to further action, that may be necessary, or that the Grantor, and trademark and copyright registrations granted to the Grantor, during such fiscal quarter. Thereafter, at Lender's Loan Trustee may reasonably request, in order to perfect and protect any Lien granted or purported to be granted hereby or to enable the Loan Trustee to exercise and enforce its rights and remedies hereunder; (g) the Grantor shall execute all documents necessary to perfect a security not directly or indirectly assign, convey or otherwise transfer any of its right, title or interest in and to any patent, trademark or copyright application or patent or trademark or copyright registration, and of the Grantor shall annually, or more frequently as the Lender 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 Grantor shall annually, or more frequently as the Lender reasonably 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.Lease Collateral; (h) The Grantor shall not shall: (i) duly perform all of its obligations under the Lease and take all actions necessary to keep the Lease in full force and effect; (ii) promptly upon acquiring actual knowledge of the same, notify the Loan Trustee of any actionmaterial default (whether by the Grantor or the Lessee) under or cancellation, termination or permit rescission or purported cancellation, termination or rescission of the Lease specifying in reasonable detail the nature of such default, cancellation, rescission or termination; and (iii) not, without the Loan Trustee's prior written consent, in any action to be taken by others subject way modify, cancel, terminate or amend or consent to the Grantor's controlmodification, including licenseescancellation, termination or fail to take any action, or permit others subject to the Grantor'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, adversely affect the validity, grant and enforceability amendment of the security interest granted to the Lender hereunder. Notwithstanding the foregoing, the Grantor shall be permitted to abandon any of the Intellectual Property Collateral in accordance with the terms of Section 2(l)Lease. (i) The Grantor shall promptly notify Grantor, at its expense, will take, or cause to be taken, all actions (including the Lender, filing of financing statements under the Uniform Commercial Code in writing, all applicable jurisdictions and perfection in any other jurisdiction in relation to any Financing Agreement) to (A) cause the security interested granted in respect of any suit, action, proceeding, claim or counterclaim brought against the Grantor that would reasonably Lease Collateral to at all times be expected to affect adversely the Intellectual Property Collateraland remain perfected, and shall, on request, deliver to (B) establish the Lender a copy of all pleadings, papers, orders or decrees theretofore and thereafter filed in any such suit, action or proceeding, and shall keep the Lender duly advised in writing priority of the progress Lease Collateral including, if applicable, by making filings in respect of any such suit.one or more of the prospective international interests, international interests or associated rights with the International Registry; and (j) To the best knowledge and belief of the Grantor after due inquiry, 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 Grantor, the Grantor shall promptly notify the Lender 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 Grantor. (k) If requested by the Lender, the Grantor, upon reasonable notice and at the Lender's expense, shall provide the Lender with access to the Intellectual Property Collateral records maintained by the Grantor. (l) The Grantor shall notify the Lender preserve, renew and keep in writing at the address set forth in Section 5(a) at least sixty 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 full force and operations of the Grantor) effect its corporate existence and obtain the prior written consent of the Lender to such abandonment, which consent shall not be unreasonably withheld. (m) During the term of this Agreement, the Grantor agrees: (i) whenever any of the registered Trademarks are used by or on behalf of the Grantor, 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 Grantor, 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 comply with the provisions of Section 4(g), during the term of this Agreement, all income, royalties, payments and damages due and payable to the Grantor under or in respect of the Intellectual Property Collateral shall be paid to the Grantorits constitutional documents. (o) The Grantor agrees, upon the reasonable request by the Lender, 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 for the Lender; 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 interests of the Lender in the Intellectual Property Collateral.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE GRANTOR. The Grantor represents and warrants to the Grantee that (a) Except as otherwise provided in this Agreement, the Grantor is a corporation duly organized, validly existing and will continue to be in good standing under the owner of all laws of the Intellectual Property CollateralState of Delaware and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder, free from any adverse claim, security interest, lien or encumbrance in favor of any Person except for the security interest granted to the Lender and except for Permitted Liens. (b) None the execution and delivery of the Intellectual Property Collateral is or shall become subject to any Lien in favor of any Person other than the Lender and except for any Permitted Liens, and the Grantor agrees that it shall not license, transfer, convey or encumber any interest in or to the Intellectual Property Collateral, except for: (i) licenses of Intellectual Property Collateral granted in the ordinary course of the business of the Grantor; (ii) transfers or conveyances of Intellectual Property Collateral not otherwise permitted under this Agreement for consideration not to exceed an amount in any fiscal year of the Grantor in excess of ten percent (10%) of the Grantor's gross revenues for the prior fiscal year and provided that (1) adequate consideration is received and (2) the Board of Directors determines it is in the best interest of the corporation; (iii) licenses, transfers, conveyances or encumbrances of Intellectual Property Collateral as described in Schedule E hereto; (iv) licenses for use outside of the United States; and (v) any other licenses, transfers, conveyances or encumbrances of Intellectual Property Collateral requested by the Grantor and consented to by the Lender (any such consent not to be unreasonably withheld). Any license of the Intellectual Property Collateral granted consummation by the Grantor (each, a "License") shall be in writing and shall reserve of the transactions contemplated hereby have been duly authorized by all rights in necessary corporate action on the part of the Grantor except those reasonably and no other corporate proceedings on the part of the Grantor are necessary in to authorize this Agreement or any of the ordinary course of business to fulfill the permitted purposes herein. The Grantor shall cause a copy of each License to be delivered to the Lender within thirty (30) days of execution by all parties thereto. transactions contemplated hereby, (c) Except as disclosed in Schedule D hereto, the Grantor has made no previous assignment, transfer or agreement 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 Lender as secured party. So long as any Obligations remain outstanding, the Grantor will not execute, and there will not be on file in any public office, any such financing statement or other document or instruments, except as permitted under Section 2(b) or financing statements filed or to be filed in favor of the Lender. (e) Subject to any limitation stated therein or in connection therewith, all information furnished to the Lender concerning the Intellectual Property Collateral and proceeds thereof is and will be accurate and correct in all material respects. (f) All Intellectual Property Collateral consisting of applications for Patents and for registrations of Trademarks and Copyrights this Agreement has been duly executed and properly filed delivered by the Grantor and all Intellectual Property Collateral consisting of issued or granted Patents constitutes a valid 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) Not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year binding obligation of the Grantor, and, assuming this Agreement constitutes a valid and not later than 120 days after the end of each fiscal quarter ending with a fiscal year binding obligation of the GrantorGrantee, is enforceable against the Grantor shall provide Lender in accordance with a summary report for the immediately preceding fiscal quarter of all patent applications or applications for registration of a trademark filed by the Grantor with the U.S. Patent and Trademark Office during such fiscal quarter, all applications for registration of copyrights filed by the Grantor with the U.S. Copyright Office during such fiscal quarter, and of all patents issued to the Grantor, and trademark and copyright registrations granted to the Grantor, during such fiscal quarter. Thereafter, at Lender's request, the Grantor shall execute all documents necessary to perfect a security interest in any patent, trademark or copyright application or patent or trademark or copyright registration, and the Grantor shall annually, or more frequently as the Lender 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 Grantor shall annually, or more frequently as the Lender reasonably 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 Grantor shall not take any action, or permit any action to be taken by others subject to the Grantor's control, including licensees, or fail to take any action, or permit others subject to the Grantor's control, including licensees, to fail to take any actionits terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles, (d) the provisions of Section 2(g)Grantor has taken all necessary corporate action to authorize and reserve for issuance and to permit it to issue, which would, in the case of any such actions or failures to act taken singly or together, adversely affect the validity, grant and enforceability upon exercise of the security interest granted to Stock Option, and at all times from the Lender hereunder. Notwithstanding date hereof through the foregoing, the Grantor shall be permitted to abandon any expiration of the Intellectual Property Collateral Stock Option will have so reserved, 7,614,659 unissued shares of Grantor Common Stock, all of which, upon their issuance and delivery in accordance with the terms of Section 2(l). this Agreement, will be validly issued, fully paid and nonassessable, (ie) The Grantor shall promptly notify the Lender, in writing, upon delivery of any suit, action, proceeding, claim or counterclaim brought against the Grantor that would reasonably be expected to affect adversely the Intellectual Property Collateral, and shall, on request, deliver to the Lender a copy of all pleadings, papers, orders or decrees theretofore and thereafter filed in any such suit, action or proceeding, and shall keep the Lender duly advised in writing of the progress of any such suit. (j) To the best knowledge and belief shares of the Grantor after due inquiryCommon Stock to the Grantee upon exercise of the Stock Option, no infringement or unauthorized use presently is being made the Grantee will acquire valid title to all of such shares, free and clear of any Intellectual Property Collateral. In the event and all Liens of any material infringement nature whatsoever, (f) the execution and delivery of this Agreement by the Intellectual Property Collateral Grantor does not, and the performance of this Agreement by others the Grantor will not, (1) violate the certificate of incorporation or in the event of any other conduct detrimental to the Intellectual Property Collateral by others known or brought to the attention bylaws of the Grantor, (2) conflict with or violate any statute, rule, regulation, order, judgment or decree applicable to the Grantor shall promptly notify or by which it or any of its assets or properties is bound or affected, or (3) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any rights or termination, amendment, acceleration or cancellation of, or result in the Lender in writing at its address set forth in Section 5(a) creation of such infringement any Lien on any of the property or assets of the Grantor pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, or other conduct instrument or obligation to which the Grantor or any of its Subsidiaries is a party or by which the Grantor or any of its assets or properties is bound or affected (except, in the case of clauses (2) and (3) above, for violations, breaches or defaults which would not, individually or in the aggregate, have a Material Adverse Effect on the Grantor and except with respect to any item listed in the Company Disclosure Letter), and (g) the execution and delivery of this Agreement by the Grantor does not, and the full nature, extent, evidence and facts performance of such infringement or other conduct known to the Grantor. (k) If requested this Agreement by the LenderGrantor will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority except for pre-merger notification requirements of the Grantor, upon reasonable notice HSR Act and at except with respect to any item listed in the Lender's expense, Company Disclosure Letter. The Grantee agrees that it shall provide not knowingly (after due inquiry) sell to any person (including any Group) and its affiliates (other than the Lender with access to the Intellectual Property Collateral records maintained Grantor or any person approved by the Grantor. ) in any private placement Restricted Shares (l) The Grantor shall notify the Lender in writing at the address set forth as defined in Section 5(a7 below) at least sixty days prior to any proposed voluntary abandonment of any Intellectual Property Collateral (other representing more than items of Intellectual Property Collateral that are not useful or beneficial to the business and operations 2% of the Grantor) and obtain the prior written consent outstanding shares of common stock of the Lender to such abandonment, which consent shall not be unreasonably withheldGrantor on a fully diluted basis. (m) During the term of this Agreement, the Grantor agrees: (i) whenever any of the registered Trademarks are used by or on behalf of the Grantor, 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 Grantor, 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 Grantor under or in respect of the Intellectual Property Collateral shall be paid to the Grantor. (o) The Grantor agrees, upon the reasonable request by the Lender, 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 for the Lender; 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 interests of the Lender in the Intellectual Property Collateral.