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

TITLE TO COLLATERAL; PERMITTED LIENS. The Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for video-cassettes which are consigned to the Borrower and items of equipment. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for the following ("Permitted Liens"): (i) purchase money security interest in specific items of equipment; and security interest in inventory up to $100,000 (such security interest being given to the suppliers of such equipment); (ii) leases of specific items of equipment; (iii) liens for taxes, assessments and other governmental charges not yet payable; (iv) additional security interests and liens consented to in writing by LxXxxx in his sole discretion; (v) security interests being terminated substantially concurrently with this Agreement; (vi) statutory liens of landlords, carriers, warehousemen, mechanics, materialmen and other similar lines imposed by law, which are incurred in the ordinary course of business; (vii) liens incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security, statutory obligations, surety and appeal bonds, leases, trade contracts, and other similar obligations; (viii) leases or subleases granted to others not interfering in any material respect with the business of the Borrower; and (ix) easements, rights-of-way restrictions, and other similar charges or encumbrances not interfering in any material respect with the ordinary course of the business of the Borrower. LxXxxx will have the right to require, as a condition to his consent under subparagraph (iv) above, that the holder of the additional security interest or lien sign an inter creditor agreement on terms satisfactory to LxXxxx in his sole discretion, acknowledge that the holder's security interest is subordinate to the security interest in favor of LxXxxx, 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. To the extent a security interest can be perfected in the Collateral by the filing of a Uniform Commercial Code financing statement, LxXxxx now has, and will continue to have, a first priority, perfected and enforceable security interest in all of the Collateral subject only to the Permitted Liens. The Collateral shall not be subject to any other liens or security interests of any type except for the Permitted Liens. The Borrower will at all times defend LxXxxx and the Collateral against all claims of others pertaining to the Collateral. None of the Collateral now is or 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 will at all times in the future be, the sole owner of all the Collateral, except for video-cassettes items of equipment which are consigned to leased by the Borrower and items of equipmentBorrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for the following ("Permitted Liens"): (i) purchase money security interest interests in specific items of equipment; and security interest in inventory up to $100,000 (such security interest being given to the suppliers of such equipment); (ii) leases of specific items of equipment; (iii) liens for taxes, assessments and other governmental charges taxes not yet payable; (iv) additional security interests and liens consented to in writing by LxXxxx Silicon in his sole its reasonable discretion, which consent shall not be unreasonably withheld; and (v) security interests being terminated substantially concurrently with this Agreement; (vi) statutory liens of landlords, carriers, warehousemen, mechanics, materialmen and other similar lines imposed by law, which are incurred in the ordinary course of business; (vii) liens incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security, statutory obligations, surety and appeal bonds, leases, trade contracts, and other similar obligations; (viii) leases or subleases granted to others not interfering in any material respect with the business of the Borrower; and (ix) easements, rights-of-way restrictions, and other similar charges or encumbrances not interfering in any material respect with the ordinary course of the business of the Borrower. LxXxxx Silicon will have the right to require, as a condition to his its consent under subparagraph (iv) above, that the holder of the additional security interest or lien sign an inter creditor intercreditor agreement on terms satisfactory to LxXxxx in his sole discretionSilicon's then standard form, acknowledge that the holder's security interest is subordinate to the security interest in favor of LxXxxxSilicon, and agree not to take any action to enforce its subordinate security interest 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. To the extent a security interest can be perfected in the Collateral by the filing of a Uniform Commercial Code financing statement, LxXxxx now has, and * Silicon will continue to have, a first priority, perfected and enforceable security interest in all of the Collateral Collateral, subject only to the Permitted Liens. The Collateral shall not be subject to any other liens or security interests of any type except for , and the Permitted Liens. The Borrower will at all times defend LxXxxx Silicon and the Collateral against all claims of others pertaining to the Collateralothers. None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture.. -3- 4 SILICON VALLEY BANK LOAN AND SECURITY AGREEMENT ------------------------------------------------------------------------------- * UPON THE EFFECTIVENESS OF SECTION 2.2A AND THE PERFECTION OF THE SECURITY INTEREST OF SILICON IN THE COLLATERAL,

TITLE TO COLLATERAL; PERMITTED LIENS. The Borrower is now, and will shall at all times in the future be, the sole owner of all the Collateral, except for video-cassettes which are consigned to the Borrower and items of equipmentequipment that are leased by the Borrower. The Collateral now is and will shall remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for the following ("Permitted Liens"): (ia) purchase money security interest interests in specific items of equipment; equipment and security interest in inventory up to $100,000 (such security interest being given to liens existing on the suppliers equipment at the time of such equipment)its acquisition, other than equipment financed by the Loans; (iib) leases of specific items of equipment; (iiic) liens for taxestaxes fees, assessments and or other governmental charges or levies, that are either (i) being contested in good faith by appropriate proceedings (provided that any such liens do not yet payablehave priority over any of Silicon's security interests) or (ii) not delinquent; (ivd) additional security interests and liens consented to in writing by LxXxxx Silicon in his its sole discretion; (ve) security interests being terminated substantially concurrently with this Agreement; (vif) statutory any liens existing as of landlords, carriers, warehousemen, mechanics, materialmen the date hereof and other similar lines imposed by law, which are incurred disclosed in the ordinary course of businessSchedule or arising under this Agreement or the Loan Documents; (viig) liens securing capital lease obligations limited to the assets subject to such capital leases; (h) liens arising from judgments, decrees or attachments to the extent and only so long as such judgment, decree or attachment has not caused or resulted in an Event of Default; (i) liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (j) liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of setoff or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; and (k) liens incurred or deposits made in the ordinary course of business in connection with workers' compensationthe extension, unemployment insurance and other types of social security, statutory obligations, surety and appeal bonds, leases, trade contracts, and other similar obligations; (viii) leases renewal or subleases granted to others not interfering in any material respect with the business refinancing of the Borrower; and (ix) easements, rights-of-way restrictions, and other similar charges or encumbrances not interfering indebtedness secured in any material respect with the ordinary course liens of the business type described in clauses (a) through (j) above, provided that any extension, renewal or replacement lien shall be limited to the property encumbered by the existing lien and the principal amount of the Borrowerindebtedness being extended, renewed or refinanced does not increase. LxXxxx will Silicon shall have the right to require, as a condition to his its consent under subparagraph (ivd) above, that the holder of the additional security interest or lien sign an inter creditor intercreditor agreement on terms satisfactory to LxXxxx Silicon in his its sole discretion, acknowledge that the holder's security interest is subordinate to the Silicon's security interest in favor of LxXxxx, 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 Agreementinterest. To the extent a security interest can be perfected in the Collateral by the filing of a Uniform Commercial Code financing statement, LxXxxx Silicon now has, and will shall continue to have, a first priority, perfected and enforceable security interest in all of the Collateral subject only to the Permitted LiensCollateral. The Collateral shall not be subject to any other liens or security interests of any type except for the Permitted Liens. The Borrower will shall at all times defend LxXxxx Silicon and the Collateral against all claims of others pertaining to the Collateralothers. None of the Collateral now is or will 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 Borrowers have good and marketable title to the Collateral. No Equipment, Inventory or any other assets of any Borrower is now, and will at all times in the future be, the sole owner subject to any retention of all the Collateral, except for video-cassettes which are consigned to the Borrower and items of equipmenttitle claims. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for the following ("Permitted Liens"): (i) purchase money security interest in specific items of equipment; and security interest in inventory up to $100,000 (such security interest being given to the suppliers of such equipment); (ii) leases of specific items of equipment; (iii) liens for taxes, assessments and other governmental charges not yet payable; (iv) additional security interests and liens consented to in writing by LxXxxx in his sole discretion; (v) security interests being terminated substantially concurrently with this Agreement; (vi) statutory liens of landlords, carriers, warehousemen, mechanics, materialmen and other similar lines imposed by law, which are incurred in the ordinary course of business; (vii) liens incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security, statutory obligations, surety and appeal bonds, leases, trade contracts, and other similar obligations; (viii) leases or subleases granted to others not interfering in any material respect with the business of the Borrower; and (ix) easements, rights-of-way restrictions, and other similar charges or encumbrances not interfering in any material respect with the ordinary course of the business of the Borrower. LxXxxx will have the right to require, as a condition to his consent under subparagraph (iv) above, that the holder of the additional security interest or lien sign an inter creditor agreement on terms satisfactory to LxXxxx in his sole discretion, acknowledge that the holder's security interest is subordinate to the security interest in favor of LxXxxx, 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. To the extent a security interest can be perfected in the Collateral by the filing of a Uniform Commercial Code financing statement, LxXxxx Lender now has, and will continue to have, a first priority, first-priority perfected and enforceable security interest in all of the Collateral Collateral, subject only to the Permitted Liens. The Collateral shall not be subject to any other liens or security interests of any type except for the Permitted Liens. The , and each Borrower will at all times defend LxXxxx Lender and the Collateral against all claims of others pertaining to the Collateralothers. None of the Collateral now which is Equipment is or will be affixed to any real property (other than the real property located at US Borrower's Address so long as Lender has a mortgage, in form and substance satisfactory to Lender, covering such real property) in such a manner, or with such intent, as to become a fixture. Except for (i) US Borrower's leased facility located at 000 Xxxxx Xxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000 (it being understood that no Inventory located at such Westampton facility shall be classified as Eligible Inventory until such time, if any, that US Borrower delivers to Lender a landlord's waiver with respect to such facility in form and substance satisfactory to Lender) and (ii) leases or subleases as to which a Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender (it being understood that neither English Borrower nor German Borrower are required to obtain a landlord's waiver with respect to leased real property located in England or Germany until such time, if any, that Lender requests such Borrower to obtain any such waivers), no Borrower is a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, impair or condition, any Borrower's right to remove any Collateral from the premises. Neither the aggregate fair market value nor the aggregate book value of the Collateral located at the above noted Westampton facility exceeds $1,500,000. Except for warehouses as to which a Borrower has delivered to Lender a warehouseman's waiver in form and substance satisfactory to Lender, no Borrower is a xxxxxx of any Goods at any warehouse under an arrangement pursuant to which the warehouseman may obtain any rights in any of the Collateral. Prior to causing or permitting any Collateral to be located upon premises in which any third party has an interest (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), each Borrower shall, whenever requested by Lender, cause each such third party to execute and deliver to Lender, in form and substance acceptable to Lender, such waivers and subordinations as Lender shall specify, so as to ensure that Lender's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Each Borrower will keep in full force and effect, and will comply with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

TITLE TO COLLATERAL; PERMITTED LIENS. The Borrower is now, now and will at all times in the future be, the sole owner of all the Collateral, except for video-cassettes items of equipment which are consigned to leased by the Borrower and items of equipmentBorrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claimsclaims (other than security interests being terminated substantially concurrently with this Agreement), except for the following ("Permitted Liens"): : (i) purchase money security interest interests in specific items of equipment; and security interest in inventory up to $100,000 (such security interest being given to the suppliers equipment purchased without violation of such equipment)this Agreement; (ii) leases of specific items of equipment; (iii) liens for taxes, assessments and other governmental charges taxes not yet payablepayable or contested in good faith for which adequate reserves have been established; (iv) additional security interests and liens consented to in writing by LxXxxx the Bank in his its sole discretion; (v) and security interests listed on the Schedule as being terminated substantially concurrently "Permitted Liens", but not any extensions or renewals of such security interests with this Agreement; (vi) statutory liens respect to the extension or renewal of landlords, carriers, warehousemen, mechanics, materialmen and other similar lines imposed by law, which are incurred in the ordinary course of business; (vii) liens incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security, statutory obligations, surety and appeal bonds, leases, trade contracts, and other similar obligations; (viii) leases or subleases granted to others not interfering in any material respect with the business of the Borrower; and (ix) easements, rights-of-way restrictions, and other similar charges or encumbrances not interfering in any material respect with the ordinary course of the business underlying obligation of the Borrower. LxXxxx The Bank will have the right to require, as a condition to his its consent under subparagraph (iv) above, that the holder of the additional security interest or lien sign an inter creditor intercreditor agreement on terms satisfactory to LxXxxx in his sole discretionthe Bank's then standard form, acknowledge that the holder's security interest is subordinate to the security interest in favor of LxXxxxthe Bank, and agree to such terms as may be provided in such intercreditor agreement (including with respect to the giving of written notice to the Bank of any default and foregoing the right to take action for at least 180 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. To the extent a security interest can be perfected in the Collateral by the filing of a Uniform Commercial Code financing statement, LxXxxx The Bank now has, and will continue to have, a first priority, perfected and enforceable first priority security interest in all of the Collateral Collateral, subject only to the Permitted Liens. The Collateral shall not be subject to any other liens or security interests of any type except for , and the Permitted Liens. The Borrower will at all times defend LxXxxx the Bank and the Collateral against all claims of others pertaining to the Collateralothers. None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. None of the Collateral now is or will be a motor vehicle.