Common use of Encumbrance Clause in Contracts

Encumbrance. Create, incur, allow, or suffer any Lien (other than Permitted Liens) 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. Borrower shall not permit any Collateral to be subject to any Liens other than the first priority security interest granted herein or Permitted Liens, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank except as otherwise permitted herein) 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 or any Subsidiary’s Intellectual Property, except as is otherwise described in the Perfection Certificate, permitted in Section 7.1 hereof and in the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer any Lien (other than Permitted Liens) 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. Borrower shall not , permit any Collateral not to be subject to any Liens other than the first priority security interest granted herein or (subject only to Permitted LiensLiens that may 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 except as otherwise permitted hereinBank) 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 or any Subsidiary’s Intellectual Property, except as is otherwise described in the Perfection Certificate, permitted in Section 7.1 hereof and in the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer any Lien (other than Permitted Liens) 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. Borrower shall not , permit any Collateral not to be subject to any Liens other than the first priority security interest granted herein or (subject to Liens described in clause (c) of the definition of “Permitted Liens”), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank except as otherwise permitted hereinBank) 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 or any Subsidiary’s Intellectual PropertyProperty in favor of Bank, except as in connection with a Transfer that is otherwise described in the Perfection Certificate, permitted in Section 7.1 hereof and in the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer any Lien (other than Permitted Liens) 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. Borrower shall not , or permit any Collateral not to be subject to any Liens other than the first priority security interest granted herein or (except for Permitted LiensLiens that are permitted by the terms of this agreement to have priority to Collateral Agent’s and Lenders’ Lien), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank except as otherwise permitted hereinCollateral Agent and 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 or any Subsidiary’s Intellectual Property, except as is otherwise described in the Perfection Certificate, permitted in Section 7.1 hereof and in the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer any Lien (other than Permitted Liens) 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. Borrower shall not , permit any Collateral not to be subject to any Liens other than the first priority security interest granted herein (or, in the case of EMEA, PEIRL and PELTD, granted under the applicable Debenture or Permitted Liensunder the applicable Share Charge), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank except as otherwise permitted hereinBank) 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 or any Subsidiary’s Intellectual Property, except as is otherwise described in the Perfection Certificate, permitted in Section 7.1 hereof and in the definition of “Permitted Liens” herein.” 13 The Loan Agreement shall be amended by deleting the following text appearing in Section 7.9 thereof:

Encumbrance. Create, incur, allow, or suffer any Lien (other than Permitted Liens) 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. Borrower shall not , permit any Collateral not to be subject to any Liens other than the first priority security interest granted herein or except for Permitted LiensLiens that are permitted 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 except as otherwise permitted hereinBank) 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 or any Subsidiary’s Intellectual Property, except as is otherwise described in the Perfection Certificate, permitted in Section 7.1 hereof and in the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer any Lien (other than Permitted Liens) 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. Borrower shall not permit any Collateral to be subject to any Liens other than the first priority security interest granted herein or Permitted Liens, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank except as otherwise permitted herein) 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 or any Subsidiary’s Intellectual Property, except as is otherwise described in the Perfection Certificate, permitted in Section 7.1 hereof and in the definition of “Permitted Liens” hereinherein or with respect to any Excluded Intellectual Property.

Encumbrance. Create, incur, allow, or suffer any Lien (other than Permitted Liens) on any of its propertyproperty (other than Liens on stock in favor of Borrower in connection with the cashless exercise of stock options or similar retention agreement), 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. Borrower shall not , permit any Collateral not to be subject to any Liens other than the first priority security interest granted herein or Permitted Liensherein, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank except as otherwise permitted hereinBank) 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 or any Subsidiary’s Intellectual Property, except as is otherwise described in the Perfection Certificate, permitted in Section 7.1 hereof and in the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer any Lien (other than Permitted Liens) 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. Borrower shall not , permit any Collateral not to be subject to any Liens other than the first priority security interest granted herein or (subject only to Permitted Liens, Liens that may have superior priority to Lender’s Lien under this Agreement) or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank except as otherwise permitted hereinLender) 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 or any Subsidiary’s Intellectual Property, except as is otherwise described in the Perfection Certificate, permitted in Section 7.1 hereof and in the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer any Lien (other than Permitted Liens) 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. Borrower shall not , permit any Collateral not to be subject to any Liens other than the first priority security interest granted herein or (other than as stated in the Asahi Intercreditor Agreement and other Permitted Liens, Liens which are entitled to priority) or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank except as otherwise permitted hereinor Asahi) 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 or any Subsidiary’s Intellectual Property, except as is otherwise described in the Perfection Certificate, permitted in Section 7.1 hereof and in the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer any Lien (other than Permitted Liens) 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. Borrower shall not , permit any Collateral not to be subject to any Liens other than the first priority security interest granted herein or (subject to Permitted LiensLiens which are permitted by the terms hereof to have priority over Bank’s Lien), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank except as otherwise permitted hereinBank) 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 or any Subsidiary’s Intellectual Property, except as is otherwise described in the Perfection Certificate, permitted in Section 7.1 hereof and in the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer any Lien (other than Permitted Liens) 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 or the Pledged Subsidiaries to do so, except for Permitted Liens. Borrower shall not , permit any Collateral not to be subject to any Liens other than the first priority security interest granted herein or Permitted Liensthe charges granted under the ISR Debentures, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank except as otherwise permitted hereinBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary or the Pledged Subsidiaries from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s or the Pledged Subsidiaries’ Intellectual Property, except as is otherwise described in the Perfection Certificate, permitted in Section 7.1 hereof and in the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer any Lien (other than Permitted Liens) 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. Borrower shall not , permit any Collateral not to be subject to any Liens other than the first priority security interest granted herein or (subject to Liens described in clause (c) of the definition of “Permitted Liens,” if any), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank except as otherwise permitted hereinBank) 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 or any Subsidiary’s Intellectual Property, except as is otherwise described in the Perfection Certificate, permitted in Section 7.1 hereof and in the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer any Lien (other than Permitted Liens) 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. Borrower shall not , permit any Collateral not to be subject to any Liens other than the first priority security interest granted herein or (except for Permitted LiensLiens that are permitted 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 except as otherwise permitted hereinBank) 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 or any Subsidiary’s Intellectual Property, except as is otherwise described in the Perfection Certificate, permitted in Section 7.1 hereof and in the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer any Lien (other than Permitted Liens) 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. Borrower shall not , permit any Collateral not to be subject to any Liens other than the first priority security interest granted herein or (subject to Permitted LiensLiens that may have priority over Bank’s Lien in the Collateral in accordance with applicable law), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank except as otherwise permitted hereinBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting any Co-Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of a Co-Borrower’s or any Subsidiary’s Intellectual Property, except as is otherwise described in the Perfection Certificate, permitted in Section 7.1 hereof and in the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer any Lien (other than Permitted Liens) on any of its property, 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. Borrower shall not , permit any Collateral not to be subject to any Liens other than the first priority security interest granted herein or (except for such purchase money Liens under clause (c) of the definition of “Permitted Liens”), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank except as otherwise permitted hereinBank) 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 or any Subsidiary’s Intellectual Property, except as is otherwise described in the Perfection Certificate, permitted in Section 7.1 hereof and in the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer any Lien (other than Permitted Liens) 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. Borrower shall not , or permit any Collateral not to be subject to any Liens other than the first priority security interest granted herein or (subject to Permitted LiensLiens that are permitted to have superior priority to Bank’s Lien), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank except as otherwise permitted hereinBank) 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 or any Subsidiary’s Intellectual Propertyintellectual property, except as is otherwise described in the Perfection Certificate, permitted in Section 7.1 hereof and in the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer any Lien (other than Permitted Liens) 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. Borrower shall not , permit any Collateral not to be subject to any Liens other than the first priority security interest granted herein or (subject only to Permitted LiensLiens that may have superior priority to Lender’s Lien under this Agreement), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank except as otherwise permitted hereinLender) 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 or any Subsidiary’s Intellectual Property, except as is otherwise described in the Perfection Certificate, permitted in Section 7.1 hereof and in the definition of “Permitted Liens” herein.

Encumbrance. (a) Create, incur, allow, or suffer any Lien (other than Permitted Liens) 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. Borrower shall not Liens and non-exclusive licenses or distribution rights permitted under Section 7.1, (b) permit any Collateral not to be subject to any Liens other than the first priority security interest granted herein or Permitted Liensherein, or (c) enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank except as otherwise permitted hereinAgent) 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 (d) encumbering any of Borrower’s or any Subsidiary’s Intellectual Property, except as is otherwise described in the Perfection Certificate, permitted in Section 7.1 hereof and in the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer any Lien (other than Permitted Liens) 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. Borrower shall not , permit any Collateral not to be subject to any Liens other than the first priority security interest granted herein or Permitted Liens(subject to Liens that are permitted 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 except as otherwise permitted hereinBank) 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 the Collateral or any of such Borrower’s or any Subsidiary’s Intellectual Property, except as is otherwise described in the Perfection Certificate, permitted in Section 7.1 hereof and in the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer any Lien (other than Permitted Liens) 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. Borrower shall not , and non-exclusive licenses permitted under Section 7.1, or permit any Collateral not to be subject to any Liens other than the first priority security interest granted herein or 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 Bank except as otherwise permitted hereinCollateral Agent) 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 or any Subsidiary’s Intellectual Property, in each case except as is otherwise described in the Perfection Certificate, permitted in Section Sections 4.1 or 7.1 hereof and in the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer any Lien (other than Permitted Liens) 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. Borrower shall not , or permit any Collateral not to be subject to any Liens other than the first priority security interest granted herein or (it being acknowledged 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 Bank except as otherwise permitted hereinCollateral 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 Subsidiary of its Subsidiaries, from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any such Subsidiary’s Intellectual PropertyProperty in favor of Collateral Agent, except as is otherwise described in the Perfection Certificate, permitted in Section 7.1 hereof and in the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer any Lien (other than Permitted Liens) 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. Borrower shall not Liens and Transfers permitted by Section 7.1, permit any Collateral not to be subject to any Liens other than the first priority security interest granted herein or (which Collateral may be subject to Permitted Liens), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank except as otherwise permitted hereinAgent, 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 or any Subsidiary’s Intellectual Property, except as is otherwise described in the Perfection Certificate, permitted in Section 7.1 hereof and in the definition of “Permitted Liens” hereinherein and customary restrictions on assignment, transfer and encumbrances in license agreements under which Borrower or a Subsidiary is the licensee.

Encumbrance. Create, incur, allow, or suffer any Lien (other than Permitted Liens) on any of its property, property or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries (other than ▇▇▇▇▇ or any Subsidiary of ▇▇▇▇▇, for which this Section 7.5 shall be inapplicable) to do so, except for Permitted Liens. Borrower shall not , permit any Collateral not to be subject to any Liens other than the first priority security interest granted herein or Permitted Liensherein, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank except as otherwise permitted hereinBank) 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 or any Subsidiary’s Intellectual Property, except as is otherwise described in the Perfection Certificate, permitted in Section 7.1 hereof and in the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer any Lien (other than Permitted Liens) 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. Borrower shall not , or permit any Collateral not to be subject to any Liens other than the first priority security interest granted herein or (subject to Permitted LiensLiens that are permitted to have priority over Bank’s Liens hereunder), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank except as otherwise permitted hereinBank) 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 or any Subsidiary’s Intellectual Property, except as is otherwise described in the Perfection Certificate, permitted in Section 7.1 hereof of this Agreement and in the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer any Lien (other than Permitted Liens) 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. Borrower shall not , permit any Collateral not to be subject to any Liens other than the first priority security interest granted herein or (other than as stated in the Asahi Intercreditor Agreement and other Permitted Liens, Liens which are entitled to priority) or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank except as otherwise permitted hereinor Asahi) 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 or any Subsidiary’s Intellectual Property, except as is otherwise described in the Perfection Certificate, permitted in Section 7.1 hereof and in the definition of “Permitted Liens” herein.” and inserting in lieu thereof the following:

Encumbrance. Create, incur, allow, or suffer to exist any Lien (other than Permitted Liens) 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. Borrower shall not , permit any Collateral not to be subject to any Liens other than the first priority security interest granted herein or (except for Permitted LiensLiens that have priority over Bank's Lien as a matter of law), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank except as otherwise permitted hereinBank) 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 or any Subsidiary’s Intellectual Property, except as is otherwise described in the Perfection Certificate, permitted in Section 7.1 6.1 hereof and in the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer allow any Lien (other than Permitted Liens) 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. Borrower shall not , permit any Collateral not to be subject to any Liens other than the first priority security interest granted herein herein. Borrower shall not sell, transfer, assign, mortgage, pledge, lease, grant a security interest in, or Permitted Liensencumber, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank except as otherwise permitted hereinLenders) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from selling, transferring, assigning, mortgaging, pledging, leasing, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Propertyintellectual property, except as is otherwise described in the Perfection Certificate, for Transfers permitted in under Section 7.1 hereof and in the definition of “Permitted Liens” herein7.1(d) or 7.1(e) hereof.

Encumbrance. Create, incur, allow, or suffer any Lien (other than Permitted Liens) 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. Borrower shall not , permit any Collateral not to be subject to any Liens other than the first priority security interest granted herein or Permitted Liens(except with respect to the HRP Liens that are senior in priority in accordance with the Intercreditor Agreement), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank except as otherwise permitted hereinBank) 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 or any Subsidiary’s Intellectual PropertyProperty in favor of Bank, except as is otherwise described in the Perfection Certificate, permitted in Section 7.1 hereof and in the definition of “Permitted Liens” hereinherein and except for the HRP Loan Documents.

Encumbrance. Create, incur, allow, or suffer allow any Lien (other than Permitted Liens) on any of its property, or assign or convey any right to receive income, including the sale of any AccountsAccounts (other than the Biosense Accounts in accordance with the ▇▇▇▇▇ Loan Documents and the other ▇▇▇▇▇ Loan Priority Collateral), or permit any of its Subsidiaries to do so, ; except for Permitted Liens. Borrower shall not Liens permit any Collateral not to be subject to any Liens other than the first priority security interest granted herein or Permitted Liensherein, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank except as otherwise permitted hereinand/or ▇▇▇▇▇) 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 or any Subsidiary’s Intellectual Property, except as is otherwise described in the Perfection Certificate, permitted in Section 7.1 hereof and in the definition of “Permitted LiensLien” herein.

Encumbrance. Create, incur, allow, or suffer to exist any Lien (other than Permitted Liens) 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 except, in each case, for Permitted Liens. Borrower shall not , permit any Collateral not to be subject to any Liens other than the first priority security interest (except for Permitted Liens that have priority over Bank’s Lien as a matter of law) granted herein or Permitted Liensherein, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank except as otherwise permitted hereinBank) 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 or any Subsidiary’s Intellectual Property, except as is otherwise described in the Perfection Certificate, permitted in Section 7.1 6.1 hereof and in the definition of “Permitted Liens” hereinherein and customary restrictions on assignment, transfer and encumbrance in license agreements under which Borrower is the licensee.

Encumbrance. Create, incur, allow, or suffer any Lien (other than Permitted Liens) 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. Borrower shall not , permit any Collateral not to be subject to any Liens other than the first priority security interest granted herein or (other than Permitted LiensLiens which are permitted hereunder to have priority over Bank’s Lien), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank except as otherwise permitted hereinBank) 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 or any Subsidiary’s Intellectual Property, except as is otherwise described in the Perfection Certificate, permitted in Section 7.1 hereof and in the definition of “Permitted Liens” herein.

Encumbrance. CreateExcept for Permitted Liens, create, incur, allow, or suffer any Lien (other than Permitted Liens) on any of its property, or permit any of its Subsidiaries to do so; except as permitted by Section 7.1, 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. Borrower shall not , permit any Collateral not to be subject to any Liens other than the first priority security interest granted herein or Permitted Liens, herein; or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank except as otherwise permitted hereinBank) 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 or any Subsidiary’s Intellectual Property, except as is otherwise described in the Perfection Certificate, permitted in Section 7.1 hereof and in the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer any Lien (other than Permitted Liens) 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. Borrower shall not , and licenses permitted under Section 7.1, or permit any Collateral not to be subject to any Liens other than the first priority security interest granted herein or (which Collateral may be subject to Permitted Liens), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank except as otherwise permitted hereinCollateral Agent or any Lender) 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 or any Subsidiary’s Intellectual Property, except as is otherwise described in the Perfection Certificate, permitted in Section 7.1 hereof and in the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer any Lien (other than Permitted Liens) 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. Borrower shall not , permit any Collateral not to be subject to any Liens other than the first priority security interest granted herein or herein, except for Permitted LiensLiens that are permitted to have superior priority to Bank’s Lien in this Agreement, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank except as otherwise permitted hereinBank) 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 or any Subsidiary’s Intellectual PropertyProperty in favor of Bank, except as is otherwise described in the Perfection Certificate, permitted in Section 7.1 hereof and in the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer any Lien (other than Permitted Liens) 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. Borrower shall not , or permit any Collateral not to be subject to any Liens other than the first priority security interest granted herein (except for Permitted Priority Liens or Permitted Liensto the extent provided in the Agreed Security Principles), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank except as otherwise permitted hereinPurchaser Agent, for the benefit of the Secured Parties) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower Parent, or any Subsidiary of its Subsidiaries, from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual PropertyCollateral in favor of Purchaser Agent, for the benefit of the Purchasers, except for Permitted Negative Pledges and as is otherwise described in the Perfection Certificate, permitted in Section 7.1 hereof and in the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer any Lien (other than Permitted Liens) 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. Borrower shall not , permit any Collateral not to be subject to any Liens other than the first priority security interest granted herein or Permitted Liensherein, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank except as otherwise permitted hereinCollateral Agent, for the ratable benefit of the Lenders, and Liens described in clause (c) of Permitted Liens) 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 or any Subsidiary’s Intellectual Property, except as is otherwise described in the Perfection Certificate, permitted in Section 7.1 hereof and in the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer any Lien (other than Permitted Liens) on any of its property, property or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries (other than F▇▇▇▇ or any Subsidiary of F▇▇▇▇, for which this Section 7.5 shall be inapplicable) to do so, except for Permitted Liens. Borrower shall not , permit any Collateral not to be subject to any Liens other than the first priority security interest granted herein or Permitted Liensherein, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank except as otherwise permitted hereinLender) 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 or any Subsidiary’s Intellectual Property, except as is otherwise described in the Perfection Certificate, permitted in Section 7.1 hereof and in the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer any Lien (other than Permitted Liens) 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. Borrower shall not , or permit any Collateral not to be subject to any Liens other than the first priority security interest granted herein or (except for Permitted LiensLiens that are permitted by the terms of this agreement to have priority to Agent’s Lien), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank except as otherwise permitted hereinAgent) 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 or any Subsidiary’s Intellectual Property, except as is otherwise described in the Perfection Certificate, permitted in Section 7.1 hereof and in the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer any Lien (other than Permitted Liens) 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. Borrower shall not , permit any Collateral not to be subject to any Liens other than the first priority security interest granted herein or (subject only to Permitted LiensLiens that are permitted pursuant to the terms of this Agreement to have superior priority to Bank’s Lien in this Agreement), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank except as otherwise permitted hereinBank) 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 or any Subsidiary’s Intellectual Property, except (a) as is otherwise described in the Perfection Certificate, permitted in Section 7.1 hereof and in the definition of “Permitted Liens” Liens herein, and (b) customary restrictions on assignment, transfer and encumbrances in license agreements under which Borrower or a Subsidiary is the licensee.

Encumbrance. Create, incur, allow, or suffer allow any Lien (other than Permitted Liens) 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. Borrower shall not , or permit any Collateral not to be subject to any Liens other than the first priority security interest granted herein herein. Neither Borrower shall sell, transfer, assign, mortgage, pledge, lease, grant a security interest in, or Permitted Liensencumber, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank except as otherwise permitted hereinBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting a Borrower or any Subsidiary from selling, transferring, assigning, mortgaging, pledging, leasing, granting a security interest in or upon, or encumbering any of a Borrower’s or any Subsidiary’s Intellectual Propertyintellectual property, except as is otherwise described in the Perfection Certificate, permitted in Section 7.1 hereof and in the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer any Lien (other than Permitted Liens) 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. Borrower shall not , or permit any Collateral not to be he subject to any Liens other than the first priority security interest granted herein or (subject to Permitted Liens that are permitted to have priority over Bank’s Liens), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank except as otherwise permitted hereinBank) 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 or any Subsidiary’s Intellectual Propertyintellectual property, except as is otherwise described in the Perfection Certificate, permitted in Section 7.1 hereof and in the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer any Lien (other than Permitted Liens) 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. Borrower shall not , or permit any Collateral not to be subject to any Liens other than the first priority security interest granted herein or (other than with respect to Permitted LiensLiens that are permitted to have superior priority to Bank’s Lien), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank except as otherwise permitted hereinBank) 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 or any Subsidiary’s Intellectual Propertyintellectual property, except as is otherwise described in the Perfection Certificate, permitted in Section 7.1 hereof and in the definition of “Permitted Liens” herein.