Common use of TITLE TO COLLATERAL; PERMITTED LIENS Clause in Contracts

TITLE TO COLLATERAL; PERMITTED LIENS. The Borrower is now, and shall at all times in the future be, the sole owner of all the Collateral, except for items of equipment that are leased by the Borrower and general intangibles subject to nonexclusive licenses granted by Borrower to its customers in the ordinary course of business. The Collateral now is and shall remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for the following ("Permitted Liens"): (a) purchase money security interests in specific items of equipment, other than equipment financed by the Loans; (b) leases of specific items of equipment; (c) liens in favor of First Portland Corporation, provided that the obligations secured by such liens shall not exceed the amount outstanding on the date of this Amended and Restated Loan and Security Agreement; (d) liens for taxes not yet payable; (e) additional security interests and liens consented to in writing by Silicon in its sole discretion; and (f) security interests being terminated substantially concurrently with this Agreement. Silicon shall have the right to require, as a condition to its consent under subparagraph (e) above, that the holder of the additional security interest or lien sign an intercreditor agreement on terms satisfactory to Silicon in its sole discretion, acknowledge that the holder's security interest is subordinate to Silicon's security interest. Silicon now has, and shall continue to have, a first priority, perfected and enforceable security interest in all of the Collateral. The Collateral shall not be subject to any other liens or security interests of any type except for the Permitted Liens. The Borrower shall at all times defend Silicon and the Collateral against all claims of others. None of the Collateral now is or shall be affixed to any real property in such a manner, or with such intent, as to become a fixture.

TITLE TO COLLATERAL; PERMITTED LIENS. The Borrower is now, and shall at all times in the future be, the sole owner of all the Collateral, except for items of equipment that are leased by the Borrower and general intangibles subject to nonexclusive licenses granted by Borrower to its customers in the ordinary course of business. The Collateral now is and shall remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for the following ("Permitted Liens"): (a) purchase money security interests in specific items of equipment, other than equipment financed by the Loans; (b) leases of specific items of equipment; (c) liens in favor of First Portland Corporation, provided that the obligations secured by such liens shall not exceed the amount outstanding on the date of this Amended and Restated Loan and Security Agreement; (d) liens for taxes not yet payable; (ed) additional security interests and liens consented to in writing by Silicon in its sole discretion; and (fe) security interests being terminated substantially concurrently with this Agreement. Silicon shall have the right to require, as a condition to its consent under subparagraph (ed) above, that the holder of the additional security interest or lien sign an intercreditor agreement on terms satisfactory to Silicon in its sole discretion, acknowledge that the holder's security interest is subordinate to Silicon's security interest. Silicon now has, and shall continue to have, a first second priority, perfected and enforceable security interest in all of the Collateral. The Collateral shall not be subject to any other liens or security interests of any type except for the Permitted Liens. The Borrower shall at all times defend Silicon and the Collateral against all claims of others. None of the Collateral now is or shall be affixed to any real property in such a manner, or with such intent, as to become a fixture.

TITLE TO COLLATERAL; PERMITTED LIENS. The Borrower is now, and shall at all times in the future be, the sole owner of all the Collateral, except for items of equipment that which are leased by the Borrower and general intangibles subject to nonexclusive licenses granted by Borrower to its customers in the ordinary course of businessBorrower. The Collateral now is and shall remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for the following ("Permitted Liens"): (ai) any liens existing on the date hereof and disclosed on the attached Exhibit B; (ii) purchase money security interests in specific items of equipment, other than equipment financed by the LoansLoans described in the Schedule; (biii) leases of specific items of equipment; (c) liens in favor of First Portland Corporation, provided that the obligations secured by such liens shall not exceed the amount outstanding on the date of this Amended and Restated Loan and Security Agreement; (div) liens for taxes not yet payable; (ev) additional security interests and liens consented to in writing by Silicon in its sole discretion; and (fvi) security interests being terminated substantially concurrently with this Agreement. Silicon shall have the right to require, as a condition to its consent under subparagraph (ev) above, that the holder of the additional security interest or lien sign an intercreditor agreement on terms satisfactory to Silicon in its sole discretion, acknowledge that the holder's security interest is subordinate to the security interest in favor of Silicon's , and that the Borrower agrees that any uncured default in any obligation secured by the subordinate security interestinterest shall also constitute an Event of Default under this Agreement. Silicon now has, and shall continue to have, a first priority, perfected and enforceable security interest in all of the Collateral. The Collateral shall not be subject to any other liens or security interests of any type except for the Permitted Liens. The Borrower shall at all times defend Silicon and the Collateral against all claims of others. None of the Collateral now is or shall be affixed to any real property in such a manner, or with such intent, as to become a fixture.

TITLE TO COLLATERAL; PERMITTED LIENS. The Borrower is now, and shall at all times in the future be, the sole owner of all the Collateral, except for items of equipment that are leased by the Borrower and general intangibles subject to nonexclusive licenses granted by Borrower to its customers in the ordinary course of businessBorrower. The Collateral now is and shall remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for the following ("Permitted Liens"): (a) purchase money security interests in specific items of equipment, other than equipment financed by the Loans; (b) leases of specific items of equipment; (c) liens in favor of First Portland Corporation, provided that the obligations secured by such liens shall not exceed the amount outstanding on the date of this Amended and Restated Loan and Security Agreement; (d) liens for taxes not yet payable and mechanics', materialmens' and other similar liens which arise by operation of law for obligations which are not yet payable; (ed) additional security interests and liens consented to in writing by Silicon in its sole discretion; and (fe) security interests being terminated substantially concurrently with this Agreement. Notwithstanding the foregoing clause (c), Borrower may challenge the validity of liens described in clause (c), pursuant to proceedings diligently pursued in good faith, provided that the Borrower shall establish adequate reserves for the satisfaction and discharge of such liens in the event such proceedings are determined adversely to Borrower. Silicon shall have the right to require, as a condition to its consent under subparagraph (ed) above, that the holder of the additional security interest or lien sign an intercreditor agreement on terms satisfactory to Silicon in its sole discretion, acknowledge that the holder's security interest is subordinate to Silicon's security interest. Silicon now has, and shall continue to have, a first priority, perfected and enforceable security interest in all of the Collateral. The Collateral shall not be subject to any other liens or security interests of any type except for the Permitted Liens. The Borrower shall at all times defend Silicon and the Collateral against all claims of others. None of the Collateral (other than cable, wiring, conduit or leasehold improvements) now is or shall be affixed to any real property in such a manner, or with such intent, as to become a fixture.. Notwithstanding anything to the contrary in this Section 3.4, the unregistered trademark "U.S. OnLine Communications and design" and unregistered copyright for the "CTM Software" (each as described in the Intellectual Property Security

TITLE TO COLLATERAL; PERMITTED LIENS. The Borrower is now, and shall will at all times in the future be, the sole owner of all the Collateral, except for general intangibles licensed to the Borrower and items of equipment that which are leased by the Borrower and general intangibles subject to nonexclusive licenses granted by Borrower to its customers in the ordinary course of businessBorrower. The Collateral now is and shall will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for the following ("Permitted Liens"): (ai) purchase money security interests in specific items of equipment, other than equipment financed by the Loans; (bii) licenses of general intangibles and leases of specific items of equipment, including without limitation the lease of equipment from Financing for Science, Inc.; (c) liens in favor of First Portland Corporation, provided that the obligations secured by such liens shall not exceed the amount outstanding on the date of this Amended and Restated Loan and Security Agreement; (diii) liens for taxes not yet payable; (eiv) additional security interests and liens consented to in writing by Silicon in its sole discretion; and (fv) security interests being terminated substantially concurrently with this Agreement. Silicon shall will have the right to require, as a condition to its consent under subparagraph (eiv) above, that the holder of the additional security interest or lien sign an intercreditor agreement on terms satisfactory to Silicon in its sole discretion, acknowledge that the holder's security interest is subordinate to the security interest in favor of Silicon's , and that the Borrower agree that any uncured default in any obligation secured by the subordinate security interestinterest shall also constitute an Event of Default under this Agreement. Silicon now has, and shall will continue to have, a first priority, perfected and enforceable security interest in all of the Collateral. The Collateral shall not be subject to any other liens or security interests of any type except for the Permitted Liens. The Borrower shall will at all times defend Silicon and the Collateral against all claims of others. None of the Collateral now is or shall will be affixed to any real property in such a manner, or with such intent, as to become a fixture.

TITLE TO COLLATERAL; PERMITTED LIENS. The Borrower is now, and shall will at all times in the future be, the sole owner of all the Collateral, except for items of equipment that which are leased by the Borrower and general intangibles subject to nonexclusive licenses granted by Borrower to its customers in the ordinary course of business*. The Collateral now is and shall will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for the following ("Permitted Liens"): (ai) purchase money security interests in specific items of equipment, other than equipment financed by the Loans; (bii) leases of specific items of equipment; (c) liens in favor of First Portland Corporation, provided that the obligations secured by such liens shall not exceed the amount outstanding on the date of this Amended and Restated Loan and Security Agreement; (diii) liens for taxes not yet payable; (eiv) additional security interests and liens consented to in writing by Silicon in its sole reasonable discretion, which consent shall not be unreasonably withheld; and (fv) security interests being terminated substantially concurrently with this Agreement. Silicon shall will have the right to require, as a condition to its consent under subparagraph (eiv) above, that the holder of the additional security interest or lien sign an intercreditor agreement on terms satisfactory to Silicon in its sole discretionSilicon's then standard form, acknowledge that the holder's security interest is subordinate to the security interest in favor of Silicon's , and agree not to take any action to enforce its subordinate security interestinterest so long as any Obligations remain outstanding, and that the Borrower agree that any uncured default in any obligation secured by the subordinate security interest shall also constitute an Event of Default under this Agreement. Silicon now has, and shall will continue to have, a first priority, perfected and enforceable security interest in all of the Collateral. The Collateral shall not be , subject only to any other liens or security interests of any type except for the Permitted Liens. The , and the Borrower shall will at all times defend Silicon and the Collateral against all claims of others. None of the Collateral now is or shall will be affixed to any real property in such a manner, or with such intent, as to become a fixture.

TITLE TO COLLATERAL; PERMITTED LIENS. The Borrower is now, and shall will at all times in the future be, the sole owner of all the Collateral, except for items of equipment that which are leased by the Borrower and general intangibles subject to nonexclusive licenses granted by Borrower to its customers in the ordinary course of businessBorrower. The Collateral now is and shall will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for the following ("Permitted Liens"): (ai) purchase money security interests in specific items of equipment, other than equipment financed by the Loans; (bii) leases of specific items of equipment; (c) liens in favor of First Portland Corporation, provided that the obligations secured by such liens shall not exceed the amount outstanding on the date of this Amended and Restated Loan and Security Agreement; (diii) liens for taxes not yet payable; (eiv) additional security interests and liens consented to in writing by Silicon in its sole discretion, which consent shall not be unreasonably withheld; and (fv) security interests being terminated substantially concurrently with this Agreement. Silicon shall will have the right to require, as a condition to its consent under subparagraph (eiv) above, that the holder of the additional security interest or lien sign an intercreditor agreement on terms satisfactory to Silicon in its sole discretionSilicon's then standard form, acknowledge that the holder's security interest is subordinate to the security interest in favor of Silicon's , and agree to give written notice of any default to Silicon at least 60 days prior to taking any action to enforce its subordinate security interest, and that the Borrower agree that any uncured default in any obligation secured by the subordinate security interest shall also constitute an Event of Default under this Agreement. Silicon now has, and shall will continue to have, a first priority, perfected and enforceable security interest in all of the Collateral. The Collateral shall not be , subject only to any other liens or security interests of any type except for the Permitted Liens. The , and the Borrower shall will at all times defend Silicon and the Collateral against all claims of others. None of the Collateral now is or shall will be affixed to any real property in such a manner, or with such intent, as to become a fixture.

TITLE TO COLLATERAL; PERMITTED LIENS. The Borrower is now, and shall will at all times in the future be, the sole owner of all the Collateral, except for items of equipment that which are leased by the Borrower and general intangibles subject to nonexclusive licenses granted by Borrower to its customers in the ordinary course of businessBorrower. The Collateral now is and shall will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for the following ("Permitted Liens"): (ai) purchase money security interests in specific items of equipment, other than equipment financed by the Loans; (bii) leases of specific items of equipment; (c) liens in favor of First Portland Corporation, provided that the obligations secured by such liens shall not exceed the amount outstanding on the date of this Amended and Restated Loan and Security Agreement; (diii) liens for taxes not yet payable; (eiv) additional security interests and liens consented to in writing by Silicon in its sole discretion, which consent shall not be unreasonably withheld; and (fv) security interests being terminated substantially concurrently with this Agreement. Silicon shall will have the right to require, as a condition to its consent under subparagraph (eiv) above, that the holder of the additional security interest or lien sign an intercreditor Intercreditor agreement on terms satisfactory to Silicon in its sole discretionSilicon's then standard form, acknowledge that the holder's security interest is subordinate to the security interest in favor of Silicon's , and agree to give written notice of any default to Silicon at least 60 days prior to taking any action to enforce its subordinate security interest, and that Borrower agree that any unsecured default in any obligation secured by the subordinate security interest shall also constitute an Event of Default under this Agreement. Silicon now has, and shall will continue to have, a first priority, perfected and enforceable security interest in all of the Collateral. The Collateral shall not be , subject only to any other liens or security interests of any type except for the Permitted Liens. The , and the Borrower shall will at all times defend Silicon and the Collateral against all claims of others. None of the Collateral now is or shall will be affixed to any real property in such a manner, or with such intent, as to become a fixture.

TITLE TO COLLATERAL; PERMITTED LIENS. The Borrower is now, and shall at all times in the future be, the sole owner of all the Collateral, except for items of equipment that are leased by the Borrower and general intangibles subject to nonexclusive licenses granted by Borrower to its customers in the ordinary course of businessBorrower. The Collateral now is and shall remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for the following ("Permitted Liens"): (a) purchase money security interests in specific items of equipment, other than equipment financed by the Loans; (b) leases of specific items of equipment; (c) liens in favor of First Portland Corporation, provided that the obligations secured by such liens shall not exceed the amount outstanding on the date of this Amended and Restated Loan and Security Agreement; (d) liens for taxes not yet payable; (ed) additional security interests and liens consented to in writing by Silicon in its sole discretion; and (fe) security interests being terminated substantially concurrently with this Agreement. Silicon shall have the right to require, as a condition to its consent under subparagraph (ed) above, that the holder of the additional security interest or lien sign an intercreditor agreement on terms satisfactory to Silicon in its sole discretion, acknowledge that the holder's security interest is subordinate to Silicon's security interest. Silicon now has, and shall continue to have, a first priority, perfected and enforceable security interest in all of the Collateral. The Collateral shall not be subject to any other liens or security interests of any type except for the Permitted Liens. The Borrower shall at all times defend Silicon and the Collateral against all claims of others. None of the Collateral now is or shall be affixed to any real property in such a manner, or with such intent, as to become a fixture.