Common use of Encumbrance Clause in Contracts

Encumbrance. Except for Permitted Liens, create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so; except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein; or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s property, except (i) as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein and (ii) covenants with such restrictions in agreements, provided that such covenants do not prohibit or restrict Borrower from granting a security interest in Borrower’s Intellectual Property in favor of Bank, and provided further that the counter-parties to such covenants are not permitted to receive a security interest in Borrower’s Intellectual Property.

Encumbrance. Except for Permitted Liens, createCreate, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so; except for Permitted Liens, Liens or permit any Collateral not to be subject to the first priority security interest granted herein; herein (which Collateral may be subject to Permitted Liens), or enter into any agreement, document, instrument or other arrangement (except with or in favor of BankCollateral Trustee) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower any Loan Party or Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrowersuch Loan Party’s propertyor Subsidiary’s Intellectual Property in favor of Collateral Trustee, except (i) as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein and herein, (ii) customary restrictions on assignment, transfer and encumbrances in license agreements under which Borrower Representative or any of its Subsidiaries is the licensee or (iii) for covenants with such restrictions in merger or acquisition agreements, ; provided that such covenants do not prohibit Borrower Representative or restrict Borrower any Subsidiary from granting a security interest in BorrowerBorrower Representative’s or any such Subsidiary’s Intellectual Property in favor of Bank, Collateral Trustee; and provided further that the counter-parties counterparties to such covenants are not permitted to receive a security interest in BorrowerBorrower Representative’s or any Subsidiary’s Intellectual Property.

Encumbrance. (a) Except for Permitted Liens, create, incur, allow, or suffer allow any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so; except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein; or enter into (b) be a party to any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting any Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of such Borrower’s propertyor any Subsidiary’s Intellectual Property, except for (i) as is otherwise any such restrictions and conditions imposed by law or regulation or by any Loan Document or Merger Document; (ii) any such restrictions and conditions permitted in under Section 7.1 hereof and or the definition of “Permitted LiensLien” herein and herein, (iiiii) covenants with any such restrictions and conditions existing on the date hereof (but shall not apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iv) customary restrictions and conditions contained in agreementsagreements relating to the sale of any assets pending such sale, provided that such covenants do not prohibit restrictions and conditions apply only to the assets that are to be sold and such sale is permitted hereunder; (v) restrictions or restrict Borrower from granting a security interest conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness; (vi) customary provisions in Borrower’s leases or licenses of Intellectual Property restricting the assignment thereof; and (vii) any such restrictions or conditions (A) on cash or other deposits imposed by lessors or required by insurance, surety or bonding companies, in favor each case, under contracts entered into in the ordinary course of Bankbusiness, and or (B) existing under, by reason of or with respect to Indebtedness incurred to refinance any Indebtedness, in each case as permitted under Section 7.4; provided further that the counter-parties restrictions contained in the agreements governing the Indebtedness incurred to such covenants refinance Indebtedness are not permitted to receive no more restrictive, taken as a security interest whole, than those contained in Borrower’s Intellectual Propertythe agreements governing the Indebtedness being refinanced.

Encumbrance. Except for Permitted Liens, createCreate, incur, allow, or suffer any Lien on any of its propertythe Collateral, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so; , except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein; , or enter into any agreement, document, instrument or other arrangement (except with or in favor of BankCollateral Agent, for the ratable benefit of the Lenders) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s propertyor any Subsidiary’s Intellectual Property, except (i) as is otherwise permitted in Section 7.1 hereof and the definition of hereof, (ii) in connection with transactions that otherwise constitute “Permitted Liens” herein (including, without limitation, Permitted Intellectual Property Licenses), (iii) pursuant to the Platform Development Agreement (provided the same is subject to the Vulcan Subordination Agreement) and (iiiv) covenants with such restrictions in agreements, provided that such covenants do not prohibit or restrict Borrower from granting a security interest in any of Borrower’s assets (including but not limited to Borrower’s Intellectual Property Property) in favor of BankLender, and provided further that the counter-parties to such covenants are not permitted to to, and in fact do not, receive a security interest in any of Borrower’s assets (including but not limited to Borrower’s Intellectual Property).

Encumbrance. Except for Permitted Liens, createCreate, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so; , except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein; herein (subject to Permitted Liens), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s propertyor any Subsidiary’s Intellectual Property, except (i) as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein and (ii) covenants with such restrictions in merger or acquisition agreements, provided that (1) the Obligations will be repaid in full, or at Bank’s written consent in its sole and absolute discretion, assumed by the surviving entity, upon the closing of such merger agreement, (2) such covenants do not prohibit or restrict Borrower from granting a security interest in Borrower’s or any Subsidiary’s Intellectual Property in favor of Bank, Bank and provided further that (3) the counter-parties to such covenants are not permitted to receive a security interest in Borrower’s Intellectual Property.

Encumbrance. Except for Permitted Liens, createCreate, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so; , except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein; , or enter into any agreement, document, instrument or other arrangement (except with or in favor of BankAgent) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s propertyor any Subsidiary’s Intellectual Property in favor of Agent, except for (i) as is restrictions contained in agreements in connection with transfers otherwise permitted in Section 7.1 hereof and the definition of hereof, (ii) restrictions with respect to property subject to any Lien that constitutes a “Permitted LiensLien” herein and (iiiii) covenants with such restrictions in merger or acquisition agreements, provided that such covenants do not prohibit or restrict Borrower from granting a security interest in Borrower’s or any Subsidiary’s Intellectual Property in favor of Bank, Bank and provided further that the counter-parties to such covenants are not permitted to receive a security interest in Borrower’s or any Subsidiary’s Intellectual Property.”

Encumbrance. Except for Permitted Liens, createCreate, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so; , except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein; , or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s propertyIntellectual Property, except (i) as is otherwise permitted in Section 7.1 hereof and hereof, (ii) in connection with transactions that otherwise constitute the definition of “Permitted Liens” herein and herein, (iiiii) covenants with such restrictions in agreements, provided that such covenants do not prohibit or restrict Borrower from assigning, mortgaging, pledging, granting a security interest in or upon or encumbering Borrower’s Intellectual Property in favor of Bank, and provided further that the counter-counter parties to such covenants are not permitted to receive a security interest in Borrower’s Intellectual Property, and (iv) restrictions under the TriplePoint Loan Agreements.

Encumbrance. Except for Permitted Liens, createCreate, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so; , except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein; herein (it being acknowledged that the Collateral may also be subject to Permitted Liens), or enter into any agreement, document, instrument or other arrangement (except with or in favor of BankCollateral Agent, for the ratable benefit of the Lenders) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s propertyor any Subsidiary’s Intellectual Property Collateral in favor of Collateral Agent for the ratable benefit of Lenders, except (ia) as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein herein, and (iib) for customary covenants with contained in purchase agreements and/or acquisition agreements restricting the granting of security interests on Borrower’s or its Subsidiaries’ property pending the closing of such restrictions in agreementstransactions; provided, provided that (i) such covenants do not at any time prohibit the Borrower or restrict Borrower such Subsidiaries from granting a security interest in Borrower’s Intellectual Property or such Subsidiaries’ property in favor of BankCollateral Agent, for the benefit of Lenders, and provided further that the counter-parties to such covenants are Lenders or in any way impair the Liens in favor of Collateral Agent or any Lender made in connection with this Agreement, (ii) the counterparty is not permitted to receive granted a security interest in any property of Borrower or any Subsidiary, and (iii) no Event of Default has occurred and is continuing immediately prior to, nor would occur as a result of, entry into such purchase agreements and/or acquisition agreements. For the avoidance of doubt, in no way shall the preceding sentence be deemed to constitute a waiver of, or otherwise limit, Borrower’s Intellectual Propertyobligations under Section 7.2 or 7.3 of this Agreement.

Encumbrance. Except for Permitted Liens, createCreate, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so; , except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein; herein (except for Permitted Liens that are permitted by the terms of this Agreement to have priority over Collateral Agent’s Lien), or enter into any agreement, document, instrument or other arrangement (except with or in favor of BankCollateral Agent or any Lender) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower Borrower, or any of Borrower’s Subsidiaries, from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s property’s, or such Subsidiary’s, Intellectual Property, except (i) as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein and (ii) customary covenants with contained in purchase agreements and acquisition agreements (including by way of merger, acquisition or consolidation) restricting the granting of security interests on Borrower’s property pending the closing of such restrictions in agreementstransactions, provided that such covenants do not at any time prohibit or restrict the Borrower from granting a security interest in Borrower’s property (including Intellectual Property Property) in favor of BankCollateral Agent for the benefit of Lenders. For the avoidance of doubt, and provided further that in no way shall the counter-parties preceding sentence be deemed to such covenants are not permitted to receive constitute a security interest in waiver of, or otherwise limit, Borrower’s Intellectual Propertyobligations under Section 7.2 or 7.3 of this Agreement.

Encumbrance. Except for Permitted Liens, createCreate, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so; , except for Permitted Liens; subject to Permitted Liens expressly permitted pursuant to the terms of this Agreement to have superior priority to Bank’s Lien, permit any Collateral not to be subject to the first priority security interest granted herein; or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s propertyor any Subsidiary’s Intellectual Property in favor of Bank, except (i) customary restrictions on assignment in any Restricted License; (ii) as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein herein; and (iiiii) covenants with such restrictions in agreementsmerger or acquisition agreements (pursuant to which Borrower is to be acquired and the Obligations (excluded inchoate indemnity obligations) hereunder are to be fully repaid and terminated), provided that such covenants do not prohibit or restrict Borrower from granting a security interest in Borrower’s or any Subsidiary’s Intellectual Property in favor of Bank, Bank and provided further that the counter-parties to such covenants are not permitted to receive a security interest in Borrower’s or any Subsidiary’s Intellectual Property.

Encumbrance. Except for Permitted Liens, createCreate, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so; , except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein; , or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s propertyor any Subsidiary’s Intellectual Property, except (ia) as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein herein, and (iib) covenants with such for customary restrictions on assignment in agreementsany license agreement where Borrower is the licensee (and not the licensor). For the avoidance of doubt, this Section 7.5 does not limit Borrower’s ability to enter non-exclusive licenses of Intellectual Property or technology granted to third parties in the ordinary course of business and licenses that could not result in a legal transfer of title of the licensed property but that may be exclusive in respects other than granting rights to a specific geographical territory and that may be exclusive as to territory only as to discreet geographical areas outside of the United States, or to deposit its Intellectual Property or technology into escrow, provided that such covenants licenses and escrow arrangements do not prohibit or restrict have the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s Intellectual Property in favor of Bank, and provided further that the counter-parties to such covenants are not permitted to receive a security interest in Borroweror any Subsidiary’s Intellectual Property.

Encumbrance. Except for Permitted Liens, createCreate, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so; , except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein; , or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s propertyIntellectual Property, except (i) as is otherwise permitted in Section 7.1 hereof and hereof, (ii) in connection with transactions that otherwise constitute the definition of “Permitted Liens” herein and herein, (iiiii) covenants with such restrictions in agreements, provided that such covenants do not prohibit or restrict Borrower from assigning, mortgaging, pledging, granting a security interest in or upon or encumbering Borrower’s Intellectual Property in favor of Bank, and provided further that the counter-counter parties to such covenants are not permitted to receive a security interest in Borrower’s Intellectual Property; and (iv) restrictions under the Equipment Loan Agreement.

Encumbrance. Except for Permitted Liens, createCreate, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so; , except for Permitted LiensLiens and Transfers permitted by Section 7.1, permit any Collateral not to be subject to the first priority security interest granted herein; herein (subject only to Permitted Liens that are permitted pursuant to the terms of this Agreement to have superiority to Bank’s Lien under this Agreement), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s propertyor any Subsidiary’s Intellectual Property, except (ia) as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein Liens herein, (b) customary restrictions on assignment, transfer and encumbrances in license agreements under which Borrower or a Subsidiary is the licensee, and (iic) covenants with such restrictions in contracts of sale or merger or acquisition agreements, provided that in the case of this clause (c), (i) such covenants do not prohibit or restrict Borrower from granting a security interest in Borrower’s or any Subsidiary’s Intellectual Property in favor of Bank, Bank and provided further that (ii) the counter-parties to such covenants are not permitted to receive or obtain a security interest in Borrower’s Intellectual PropertyProperty or any Collateral.

Encumbrance. Except for Permitted Liens, createCreate, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so; , except for Permitted Liens, ; permit any Collateral not to be subject to the first priority security interest granted hereinherein (Collateral may also be subject to Permitted Liens); or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits prohibits, or has the effect of prohibiting prohibiting, Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s propertyor any Subsidiary’s Intellectual Property, except (ia) as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein herein, (b) customary restrictions on assignment, transfer and encumbrance in license agreements under which Borrower or a Subsidiary is the licensee or licensor, and (iic) covenants with such restrictions in merger or acquisition agreements, provided that such covenants do not prohibit Borrower or restrict Borrower any Subsidiary from granting a security interest in Borrower’s or any such Subsidiary’s Intellectual Property in favor of Bank, Bank and provided further that the counter-parties counterparties to such covenants are not permitted to receive a security interest in Borrower’s or any Subsidiary’s Intellectual Property.

Encumbrance. Except for Permitted Liens, createCreate, incur, allow, or suffer to exist any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so; , except for Permitted LiensLiens and Transfers permitted by Section 6.1, permit any Collateral not to be subject to the first priority security interest granted herein; , or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s propertyor any Subsidiary’s Intellectual Property, except (i) as is otherwise permitted in Section 7.1 6.1 hereof and the definition of “Permitted Liens” herein and herein, (ii) for customary restrictions on assignment, transfer and encumbrances in license agreements under which Borrower or any Subsidiary is the licensee, or (iii) for covenants with such restrictions in merger or acquisition agreements, ; provided that such covenants do not prohibit Borrower or restrict Borrower any Subsidiary from granting a security interest in Borrower’s or any such Subsidiary’s Intellectual Property in favor of Bank, ; and provided further that the counter-parties to such covenants are not permitted to receive a security interest in Borrower’s or any Subsidiary’s Intellectual Property.

Encumbrance. Except for Permitted Liens, createCreate, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so; , except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein; herein (except for Permitted Liens that are permitted by the terms of this Agreement to have priority over Collateral Agent’s Lien), or enter into any agreement, document, instrument or other arrangement (except with or in favor of BankCollateral Agent, for the ratable benefit of the Lenders) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower Borrower, or any of its Subsidiaries, from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s propertyor such Subsidiary’s Intellectual Property, except (ia) as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein and (iib) for customary covenants with contained in purchase agreements and/or acquisition agreements restricting the granting of security interests on any Loan Party’s or its Subsidiaries’ property pending the closing of such restrictions in agreements, transactions; provided that (i) such covenants do not at any time prohibit the Borrower or restrict Borrower such Subsidiaries from granting a security interest in Borrower’s Intellectual Property or such Subsidiaries’ property in favor of BankCollateral Agent for the benefit of Lenders or in any way impair the Liens in favor of Collateral Agent made in connection with this Agreement, and provided further that (ii) the counter-parties to such covenants are counterparty is not permitted to receive granted a security interest in Borrower’s Intellectual Propertyany property of Borrower or any Subsidiary and (iii) no Event of Default has occurred and is continuing immediately prior to, nor would occur as a result of, entry into such purchase agreements and/or acquisition agreements.

Encumbrance. Except for Permitted Liens, create(a) Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so; , except for Permitted LiensLiens or as permitted by Section 7.1 or Section 7.3, or (b) permit any Collateral not to be subject to the first priority security interest granted herein; herein (except that the Collateral may be subject to Permitted Liens), or (c) enter into any agreement, document, instrument or other arrangement (except with or in favor of BankCollateral Agent, for the ratable benefit of the Lenders) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower Borrower, or any of its Subsidiaries, from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s propertyor such Subsidiary’s Intellectual Property in favor of Collateral Agent, except (i) as 1614973099.7 is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein and herein, (ii) for customary non-assignment clauses and (iii) with respect to the foregoing clause (c), for customary covenants with such restrictions in merger or acquisition agreements, provided that such covenants do not prohibit any Borrower or restrict Borrower any Subsidiary from granting a security interest in Borrower’s or any such Subsidiary’s Intellectual Property in favor of Bank, Collateral Agent and provided further that the counter-parties counterparties to such covenants are not permitted to receive a security interest in Borrower’s or any Subsidiary’s Intellectual Property.

Encumbrance. Except for Permitted Liens, (i) create, incur, allow, or suffer to exist any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so; , except for Permitted LiensLiens and Transfers permitted by Section 6.1, (ii) permit any Collateral not to be subject to the first priority security interest granted herein; herein (which Collateral may be subject to Permitted Liens), or (iii) enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s propertyor any Subsidiary’s Intellectual Property in favor of Bank, except (i) as is otherwise permitted in Section 7.1 6.1 hereof and the definition of “Permitted Liens” herein and herein, (ii) covenants with such restrictions customary prohibitions contained in asset sale agreements, purchase agreements or merger or acquisition agreements; provided that such covenants do not prohibit Borrower or restrict Borrower any Subsidiary from granting a security interest in Borrower’s or any such Subsidiary’s Intellectual Property in favor of Bank, ; and provided further that the counter-parties to such covenants are not permitted to receive a security interest in Borrower’s or any Subsidiary’s Intellectual Property, and (iii) for customary restrictions on assignment, transfer and encumbrances in license agreements under which Borrower or any Subsidiary is the licensee.

Encumbrance. Except for Permitted Liens, createCreate, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so; , except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein; herein (provided that the Collateral may also be subject to Permitted Liens), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s propertyor any Subsidiary’s Intellectual Property in favor of Bank, except (i) as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein and herein; (ii) covenants with customary restrictions on assignment, transfer and encumbrances in agreements, provided that such restrictions do not prohibit Borrower from granting a security interest in Borrower’s property in favor of Bank; and (iii) restrictions in merger or acquisition agreements, provided that such covenants do not prohibit or restrict Borrower from granting a security interest in Borrower’s Intellectual Property property in favor of Bank, Bank and provided further that the counter-parties to such covenants are not permitted to receive a security interest in Borrower’s Intellectual Propertyor any Subsidiary’s property.

Encumbrance. Except for Permitted Liens, create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so; except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein; or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s propertyIntellectual Property, except (i) as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein and (ii) covenants with such restrictions in agreements, provided that such covenants do not prohibit or restrict Borrower from granting a security interest in Borrower’s Intellectual Property in favor of Bank, and provided further that the counter-parties to such covenants are not permitted to receive a security interest in Borrower’s Intellectual Property.

Encumbrance. Except for Permitted Liens, createCreate, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so; , except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein; herein (provided the Collateral may also be subject to Permitted Liens), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s propertyor any Subsidiary’s Intellectual Property in favor of Bank, except (i) as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein and herein, (ii) customary restrictions on assignment, transfer and encumbrances in license agreements under which Borrower or any Subsidiary is the licensee or for covenants with such restrictions in merger or acquisition agreements, ; provided that such covenants do not prohibit Borrower or restrict Borrower any Subsidiary from granting a security interest in Borrower’s or any such Subsidiary’s Intellectual Property in favor of Bank, ; and provided further that the counter-parties to such covenants are not permitted to receive a security interest in Borrower’s or any Subsidiary’s Intellectual Property.

Encumbrance. Except for Permitted Liens, createCreate, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so; , except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein; , or enter into any agreement, document, instrument or other arrangement (except with or in favor of BankAgent) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s propertyor any Subsidiary’s Intellectual Property in favor of Agent, except for (i) as is restrictions contained in agreements in connection with transfers otherwise permitted in Section 7.1 hereof and the definition of hereof, (ii) restrictions with respect to property subject to any Lien that constitutes a “Permitted LiensLien” herein and (iiiii) covenants with such restrictions in merger or acquisition agreements, provided that such covenants do not prohibit or restrict Borrower from granting a security interest in Borrower’s or any Subsidiary’s Intellectual Property in favor of Bank, Bank and provided further that the counter-parties to such covenants are not permitted to receive a security interest in Borrower’s or any Subsidiary’s Intellectual Property.” 3.8 Section 8.1 (

Encumbrance. Except for Permitted Liens, createCreate, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so; , except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein; or herein (subject to Permitted Liens that are permitted pursuant to the terms of this Agreement to have superior priority to Bank’s Lien under this Agreement),or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s propertyor any Subsidiary’s Intellectual Property, except in each case, in favor of Bank, (i) except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein and herein, (ii) covenants with such customary restrictions on assignment, transfer and encumbrances in license agreements under which Borrower or a Subsidiary is the license customary restrictions in merger or acquisition agreements, provided that such covenants do not prohibit or restrict Borrower Subsidiary from granting a security interest in Borrower’s such Subsidiary’s Intellectual Property in favor of Bank, Bank and provided further that the counter-parties counterparties to such covenants are not permitted to receive a security interest in Borrower’s or any Subsidiary’s Intellectual Property.

Encumbrance. Except for Permitted Liens, createCreate, incur, allow, or suffer to exist any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so; , except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein; , except for Permitted Liens, or enter into any agreement, document, instrument instrument, or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s propertyor any Subsidiary’s Intellectual Property, except (i) as is otherwise permitted in Section 7.1 6.1 hereof and the definition of “Permitted Liens” herein and herein, (ii) for customary restrictions on assignment, transfer and encumbrances in license agreements under which Borrower or any Subsidiary is the licensee, or (iii) for covenants with such restrictions in merger or acquisition agreements, ; provided that such covenants do not prohibit Borrower or restrict Borrower any Subsidiary from granting a security interest in Borrower’s or any such Subsidiary’s Intellectual Property in favor of Bank, ; and provided further that the counter-parties to such covenants are not permitted to receive a security interest in Borrower’s or any Subsidiary’s Intellectual Property.

Encumbrance. Except for Permitted Liens, createCreate, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so; , except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein; herein (provided that the Collateral may be subject to Permitted Liens), or enter into any agreement, document, instrument or other arrangement (except with or in favor of BankCollateral Agent, for the ratable benefit of the Lenders) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower Borrower, or any of its Subsidiaries, from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s propertyor such Subsidiary’s Intellectual Property in favor of Collateral Agent, except (i) as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein and herein, (ii) for customary restrictions on assignment, transfer and encumbrances in license agreements under which Borrower or a Subsidiary is the licensee, and (iii) for covenants with such restrictions in merger or acquisition agreements, provided that such covenants do not prohibit Borrower or restrict Borrower any Subsidiary from granting a security interest in Borrower’s or any such Subsidiary’s Intellectual Property in favor of Bank, Collateral Agent and provided further that the counter-parties counterparties to such covenants are not permitted to receive a security interest in Borrower’s or any Subsidiary’s Intellectual Property.

Encumbrance. Except for Permitted Liens, createCreate, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so; , except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein; herein (subject to Permitted Liens), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s propertyor any Subsidiary’s Intellectual Property in favor of Bank, except (iA) as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein herein, (B) customary restrictions in license agreements on the licensed property where Borrower or a Subsidiary is the licensee and not the licensor, and (iiC) covenants with such restrictions in contracts of sale or merger or acquisition agreements, provided that (1) such covenants do not prohibit or restrict Borrower from granting a security interest in Borrower’s or any Subsidiary’s Intellectual Property in favor of Bank, and provided further that (2) the counter-parties to such covenants are not permitted to receive a security interest in Borrower’s Intellectual Property.Property or any Collateral (it being understood, for the avoidance of doubt, that on or prior to the consummation of such sale, acquisition or merger Borrower shall either be required to prepay the Obligations in accordance with the prepayment provisions hereunder or Borrower shall have obtained Bank’s written consent to such transaction hereunder (which consent shall be at Bank’s sole discretion))

Encumbrance. Except for Permitted Liens, createCreate, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so; , except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein; herein (except for Permitted Liens that are permitted by the terms of this Agreement to have priority over Collateral Agent’s Lien), or enter into any agreement, document, instrument or other arrangement (except with or in favor of BankCollateral Agent, for the ratable benefit of the Lenders) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower Borrower, or any of its Subsidiaries, from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s propertyor such Subsidiary’s Intellectual Property, except (ia) as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein and (iib) for customary covenants with contained in purchase agreements and/or acquisition agreements restricting the granting of security interests on Borrower’s or its Subsidiaries’ property pending the closing of such restrictions in agreements, transactions; provided that (i) such covenants do not at any time prohibit the Borrower or restrict Borrower such Subsidiaries from granting a security interest in Borrower’s Intellectual Property or such Subsidiaries’ property in favor of BankCollateral Agent for the benefit of Lenders or in any way impair the Liens in favor of Collateral Agent made in connection with this Agreement, and provided further that (ii) the counter-parties to such covenants are counterparty is not permitted to receive granted a security interest in Borrower’s Intellectual Propertyany property of Borrower or any Subsidiary and (iii) no Event of Default has occurred and is continuing immediately prior to, nor would occur as a result of, entry into such purchase agreements and/or acquisition agreements.

Encumbrance. Except for Permitted Liens, createCreate, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so; , except for Permitted LiensLiens and Transfers permitted by Section 7.1(f) or (h), permit any Collateral not to be subject to the first priority security interest granted herein; , or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s propertyor any Subsidiary’s Intellectual Property in favor of Bank, except (ia) as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein herein, (b) customary restrictions in license agreements on the licensed property where Borrower or a Subsidiary is the licensee and not the licensor, and (iic) covenants with such restrictions in contracts of sale or merger or acquisition agreements, provided that (i) such covenants do not prohibit or restrict Borrower from granting a security interest in Borrower’s or any Subsidiary’s Intellectual Property in favor of Bank, Bank and provided further that (ii) the counter-parties to such covenants are not permitted to receive a security interest in Borrower’s Intellectual PropertyProperty or any Collateral (it being understood, for the avoidance of doubt, that on or prior to the consummation of such sale, acquisition or merger, Borrower shall either be required to repay the Obligations (other than inchoate indemnity obligations) in accordance with the prepayment provisions hereunder or Borrower shall have obtained Bank’s written consent to such transaction hereunder (which consent shall be at Bank’s sole discretion)).

Encumbrance. Except for Permitted Liens, createCreate, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so; , except for Permitted Liens, subject to Legal Reservations, or permit any Collateral not to be subject to the first priority security interest granted herein; herein (except for Permitted Liens that are permitted by the terms of this Agreement to have priority over Collateral Agent’s Lien), or enter into any agreement, document, instrument or other arrangement (except with or in favor of BankCollateral Agent, for the ratable benefit of the Lenders) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower Borrower, or any of its Subsidiaries, from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s propertyor such Subsidiary’s Intellectual Property, except (ia) as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein and (iib) for customary covenants with contained in purchase agreements and/or acquisition agreements restricting the granting of security interests on any Loan Party’s or its Subsidiaries’ property pending the closing of such restrictions in agreements, transactions; provided that (i) such covenants do not at any time prohibit the Borrower or restrict Borrower such Subsidiaries from granting a security interest in Borrower’s Intellectual Property or such Subsidiaries’ property in favor of BankCollateral Agent for the benefit of Lenders or in any way impair the Liens in favor of Collateral Agent made in connection with this Agreement, and provided further that (ii) the counter-parties to such covenants are counterparty is not permitted to receive granted a security interest in Borrower’s Intellectual Propertyany property of Borrower or any Subsidiary and (iii) no Event of Default has occurred and is continuing immediately prior to, nor would occur as a result of, entry into such purchase agreements and/or acquisition agreements.

Encumbrance. Except for Permitted Liens, createCreate, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so; , except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein; herein (except for Permitted Liens that are permitted by the terms of this Agreement to have priority over Collateral Agent’s Lien), or enter into any agreement, document, instrument or other arrangement (except with or in favor of BankCollateral Agent, for the ratable benefit of the Lenders) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower Borrower, or any of its Subsidiaries, from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s propertyor such Subsidiary’s Intellectual Property, except (i) as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein and (ii) customary covenants with contained in purchase agreements and/or acquisition agreements restricting the granting of security interests on Borrower’s or its Subsidiaries’ property pending the closing of such restrictions in agreementstransactions, provided that (i) such covenants do not at any time prohibit the Borrower or restrict Borrower such Subsidiaries from granting a security interest in Borrower’s Intellectual Property or such Subsidiaries’ property in favor of BankCollateral Agent for the benefit of Lenders or in any way impair the Liens in favor of Collateral Agent made in connection with this Agreement and (ii) no Event of Default has occurred and is continuing immediately prior to, and provided further that nor would occur as a result of, entry into such purchase agreements and/or acquisition agreements. For the counter-parties avoidance of doubt, in no way shall the preceding sentence be deemed to such covenants are not permitted to receive constitute a security interest in waiver of, or otherwise limit, Borrower’s Intellectual Propertyobligations under Section 7.2 or 7.3 of this Agreement.

Encumbrance. Except for Permitted Liens, createCreate, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so; , except for Permitted LiensLiens and Transfers permitted by Section 7.1, permit any Collateral not to be subject to the first priority security interest granted herein; herein (subject only to Permitted Liens that are permitted pursuant to the terms of this Agreement to have superiority to Agent’s Lien under this Agreement), or enter into any agreement, document, instrument or other arrangement (except with or in favor of BankAgent, for the ratable benefit of the Lenders or pursuant to the Senior Loan Documents) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s propertyor any Subsidiary’s Intellectual Property, except (ia) as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein Liens herein, (b) customary restrictions on assignment, transfer and encumbrances in license agreements under which Borrower or a Subsidiary is the licensee, and (iic) covenants with such restrictions in contracts of sale or merger or acquisition agreements, provided that in the case of this clause (c), (i) such covenants do not prohibit or restrict Borrower from granting a security interest in Borrower’s or any Subsidiary’s Intellectual Property in favor of BankAgent, for the ratable benefit of the Lenders, and provided further that (ii) the counter-parties to such covenants are not permitted to receive or obtain a security interest in Borrower’s Intellectual PropertyProperty or any Collateral.

Encumbrance. Except for Permitted Liens, createCreate, incur, allow, or suffer to exist any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so; , except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein; herein except for Permitted Liens, or enter into any agreement, document, instrument instrument, or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s propertyor any Subsidiary’s Intellectual Property, except (i) as is otherwise permitted in Section 7.1 6.1 hereof and the definition of “Permitted Liens” herein and (ii) covenants with such customary restrictions on assignment, transfer and encumbrances in agreements, license agreements and other agreements under which Borrower or any Subsidiary is the licensee or counterparty; provided that such covenants do not prohibit Borrower or restrict Borrower any Subsidiary from granting a security interest in Borrower’s or any Subsidiary’s Intellectual Property in favor of Bank, ; and provided further that the counter-parties to such covenants are not permitted to receive a security interest in Borrower’s or any Subsidiary’s Intellectual Property.

Encumbrance. Except for Permitted Liens, createCreate, incur, allow, or suffer any Lien on any of its propertythe Collateral, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so; , except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein; , or enter into any agreement, document, instrument or other arrangement (except with or in favor of BankLender) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s propertyor any Subsidiary’s Intellectual Property, except (i) as is otherwise permitted in Section 7.1 hereof and the definition of hereof, (ii) in connection with transactions that otherwise constitute “Permitted Liens” herein (including, without limitation, Permitted Intellectual Property Licenses), (iii) pursuant to the Platform Development Agreement (provided the same is subject to the Vulcan Subordination Agreement) and (iiiv) covenants with such restrictions in agreements, provided that such covenants do not prohibit or restrict Borrower from granting a security interest in any of Borrower’s assets (including but not limited to Borrower’s Intellectual Property Property) in favor of BankLender, and provided further that the counter-parties to such covenants are not permitted to to, and in fact do not, receive a security interest in any of Borrower’s assets (including but not limited to Borrower’s Intellectual Property).

Encumbrance. Except for Permitted Liens, createCreate, incur, allow, or suffer to exist any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so; , except for Permitted Liens, permit . Permit any Collateral not to be subject to the first priority security interest granted herein; herein (Collateral may also be subject to Permitted Liens), or enter into any agreement, document, instrument or other arrangement (except with or in favor of BankAgent, for the ratable benefit of the Lenders) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s propertyor any Subsidiary’s Intellectual Property in favor of Agent, except (i) as is otherwise permitted in Section 7.1 6.1 hereof and the definition of “Permitted Liens” herein and herein, (ii) covenants with such customary restrictions on assignment, transfer and encumbrance in license agreements under which Borrower or a Subsidiary is the licensee, and (iii) restrictions in merger or acquisition agreements, provided that such covenants do not prohibit or restrict Borrower from granting a security interest in such Borrower’s Intellectual Property in favor of Bank, Agent for the benefit of the Lenders and provided further that the counter-parties to such covenants are not permitted to receive a security interest in Borrower’s Intellectual Property.