Common use of Permitted Liens Clause in Contracts

Permitted Liens. Such Loan Party will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; provided that precautionary assignments on assets sold by the Loan Parties to Persons who are not Affiliates of the Loan Parties (in each case, as permitted hereunder) and subsequently managed by the Loan Parties shall not be considered a Lien upon the property or assets of the Loan Parties; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any “receivables” as defined in clause (g) of the definition of the term “Indebtedness,” with or without recourse; provided that any Loan Party or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist:

Permitted Liens. Such Loan Party The Borrower will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; provided that precautionary assignments on assets sold by the Loan Parties to Persons who are not Affiliates of the Loan Parties (in each case, as permitted hereunder) and subsequently managed by the Loan Parties shall not be considered a Lien upon the property or assets of the Loan Parties; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any “receivables” "RECEIVABLES" as defined in clause (g) of the definition of the term “Indebtedness"INDEBTEDNESS,” " with or without recourse; provided PROVIDED that any Loan Party the Borrower or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist:

Permitted Liens. Such Loan Party The Borrower will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; provided that precautionary assignments on assets sold by the Loan Parties to Persons who are not Affiliates of the Loan Parties (in each case, as permitted hereunder) and subsequently managed by the Loan Parties shall not be considered a Lien upon the property or assets of the Loan Parties; (b) transfer any of such property or assets or the income or profits therefrom outside the ordinary course of business for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditorscreditors (other than in respect of de minimus amounts); or (e) sell, assign, pledge or otherwise transfer any “receivables” as defined in clause (g) of the definition of the term “Indebtedness,” with or without recourserecourse (other than in connection with the disposition of the business operations of such Person relating thereto or a disposition of defaulted receivables for collection and not as a financing arrangement); provided that any Loan Party the Borrower or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist:

Permitted Liens. Such Loan Party CAI will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; provided that precautionary assignments on assets sold by the Loan Parties Borrowers to Persons who are not Affiliates of the Loan Parties Borrower (in each case, as permitted hereunder) and subsequently managed by the Loan Parties Borrowers shall not be considered a Lien upon the property or assets of the Loan PartiesBorrowers; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any “receivables” as defined in clause (g) of the definition of the term “Indebtedness,” with or without recourse; provided that any Loan Party CAI or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist:

Permitted Liens. Such Loan Party The Borrower will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; provided that precautionary assignments on assets sold by the Loan Parties to Persons who are not Affiliates of the Loan Parties (in each case, as permitted hereunder) and subsequently managed by the Loan Parties shall not be considered a Lien upon the property or assets of the Loan Parties; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any “"receivables” " as defined in clause (g) of the definition of the term “"Indebtedness,” " with or without recourse; provided that any Loan Party the Borrower or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist:

Permitted Liens. Such Loan Party The Issuer will not, and will not permit Emmis OpCo or any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; provided that precautionary assignments on assets sold by the Loan Parties to Persons who are not Affiliates of the Loan Parties (in each case, as permitted hereunder) and subsequently managed by the Loan Parties shall not be considered a Lien upon the property or assets of the Loan Parties; (b) transfer any of such property or assets or the income or profits therefrom outside the ordinary course of business for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditorscreditors (other than in respect of de minimus amounts); or (e) sell, assign, pledge or otherwise transfer any “receivables” as defined in clause (g) of the definition of the term “Indebtedness,” with or without recourserecourse (other than in connection with the disposition of the business operations of such Person relating thereto or a disposition of defaulted receivables for collection and not as a financing arrangement); provided that any Loan Party Emmis OpCo or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist:exist any Lien, deposit, pledge, encumbrance, security agreement or mortgage (1) to the extent expressly permitted by §10.2.1 of the OpCo Credit Agreement (and any permitted amendment thereto) and (2) for the avoidance of doubt, in favor of the OpCo Lenders and OpCo Administrative Agent to secure the OpCo Obligations under the OpCo Credit Agreement, and any Permitted Refinancing Indebtedness; provided further that this §10.2.1 shall not apply to liens granted on the Subject Preferred Stock or the Issuer’s or Emmis OpCo’s right, title and interest in any TRS Transaction.

Permitted Liens. Such Loan Party CAI will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; provided that precautionary assignments on assets sold by the Loan Parties Borrower to Persons who are not Affiliates of the Loan Parties Borrower (in each case, as permitted hereunder) and subsequently managed by the Loan Parties Borrower shall not be considered a Lien upon the property or assets of the Loan PartiesBorrower; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any “receivables” as defined in clause (g) of the definition of the term “Indebtedness,” with or without recourse; provided that any Loan Party CAI or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist:

Permitted Liens. Such Loan Party It will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; provided that precautionary assignments on assets sold by the Loan Parties Borrower to Persons who are not Affiliates of the Loan Parties Borrower (in each case, as permitted hereunder) and subsequently managed by the Loan Parties Borrower shall not be considered a Lien upon the property or assets of the Loan PartiesBorrower; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any “receivables” as defined in clause (g) of the definition of the term “Indebtedness,” with or without recourse; provided that any Loan Party the Guarantor or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist:

Permitted Liens. Such Loan Party The Borrower will not, and nor will not it permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; provided that precautionary assignments on assets sold by the Loan Parties to Persons who are not Affiliates of the Loan Parties (in each case, as permitted hereunder) and subsequently managed by the Loan Parties shall not be considered a Lien upon the property or assets of the Loan Parties; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any “"receivables” " as defined in clause (g) of the definition of the term “"Indebtedness,” " with or without recourse; provided that any Loan Party the Borrower or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist:

Permitted Liens. Such Loan Party CAI will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; provided that precautionary assignments on assets sold by the Loan Parties to Persons who are not Affiliates of the Loan Parties Borrower (in each case, as permitted hereunder) and subsequently managed by the Loan Parties shall not be considered a Lien upon the property or assets of the Loan Parties; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any “receivables” as defined in clause (g) of the definition of the term “Indebtedness,” with or without recourse; provided that any Loan Party CAI or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist:

Permitted Liens. Such Loan Party The Parent will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; provided that precautionary assignments on assets sold by the Loan Parties to Persons who are not Affiliates of the Loan Parties (in each case, as permitted hereunder) and subsequently managed by the Loan Parties shall not be considered a Lien upon the property or assets of the Loan Parties; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any “"receivables” " as defined in clause (g) of the definition of the term “"Indebtedness,” " with or without recourse; provided that any Loan Party or any of the Parent and its Subsidiaries may create or incur or suffer to be created or incurred or to exist:

Permitted Liens. Such Loan Party The Borrower will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; provided that precautionary assignments on assets sold by the Loan Parties to Persons who are not Affiliates of the Loan Parties (in each case, as permitted hereunder) and subsequently managed by the Loan Parties shall not be considered a Lien upon the property or assets of the Loan Parties; (b) transfer any of such property or assets or the income or profits therefrom outside the ordinary course of business for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any 103 property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditorscreditors (other than in respect of de minimus amounts); or (e) sell, assign, pledge or otherwise transfer any “receivables” as defined in clause (g) of the definition of the term “Indebtedness,” with or without recourserecourse (other than in connection with the disposition of the business operations of such Person relating thereto or a disposition of defaulted receivables for collection and not as a financing arrangement); provided that any Loan Party the Borrower or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist:

Permitted Liens. Such Loan Party Neither Borrower will, nor will not, and will not it permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; provided that precautionary assignments on assets sold by the Loan Parties to Persons who are not Affiliates of the Loan Parties (in each case, as permitted hereunder) and subsequently managed by the Loan Parties shall not be considered a Lien upon the property or assets of the Loan Parties; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any “"receivables” " as defined in clause (g) of the definition of the term “"Indebtedness,” " with or without recourse; provided that any Loan Party either Borrower or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist:

Permitted Liens. Such Loan Party The Borrower will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; provided that precautionary assignments on assets sold by the Loan Parties to Persons who are not Affiliates of the Loan Parties (in each case, as permitted hereunder) and subsequently managed by the Loan Parties shall not be considered a Lien upon the property or assets of the Loan Parties; (b) transfer any of such property or assets or the income or profits therefrom outside the ordinary course of business for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditorscreditors (other than in respect of de minimus amounts); or (e) sell, assign, pledge or otherwise transfer any “"receivables” " as defined in clause (g) of the definition of the term “"Indebtedness,” " with or without recourserecourse (other than in connection with the disposition of the business operations of such Person relating thereto or a disposition of defaulted receivables for collection and not as a financing arrangement); provided that any Loan Party the Borrower or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist:

Permitted Liens. Such No Loan Party will, nor will not, and will not it permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; provided that precautionary assignments on assets sold by the Loan Parties to Persons who are not Affiliates of the Loan Parties (in each case, as permitted hereunder) and subsequently managed by the Loan Parties shall not be considered a Lien upon the property or assets of the Loan Parties; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any “receivables” as defined in clause (g) of the definition of the term “Indebtedness,” with or without recourse; provided that any Loan Party or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist:

Permitted Liens. Such Loan Party The Borrowers will not, and will not permit any of its their Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its their property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; provided that precautionary assignments on assets sold by the Loan Parties to Persons who are not Affiliates of the Loan Parties (in each case, as permitted hereunder) and subsequently managed by the Loan Parties shall not be considered a Lien upon the property or assets of the Loan Parties; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might could by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any “"receivables” " as defined in clause (g) of the definition of the term “"Indebtedness,” " with or without recourse; provided that any Loan Party the Borrowers or any of its their Subsidiaries may create or incur or suffer to be created or incurred or to exist:

Permitted Liens. Such Loan Party No Borrower will, nor will not, and will not it permit any of --------------- its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; provided that precautionary assignments on assets sold by the Loan Parties to Persons who are not Affiliates of the Loan Parties (in each case, as permitted hereunder) and subsequently managed by the Loan Parties shall not be considered a Lien upon the property or assets of the Loan Parties; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any “"receivables” " as defined in ----------- clause (g) of the definition of the term “"Indebtedness,” " with or without ------------ recourse; provided that any Loan Party Borrower or any of its Subsidiaries may create or -------- incur or suffer to be created or incurred or to exist:

Permitted Liens. Such Loan Party CAI will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; provided that precautionary assignments on assets sold by the Loan Parties to Persons who are not Affiliates of the Loan Parties (in each case, as permitted hereunder) and subsequently managed by the Loan Parties shall not be considered a Lien upon the property or assets of the Loan Parties; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any “"receivables” " as defined in clause (g) of the definition of the term “"Indebtedness,” " with or without recourse; provided that any Loan Party CAI or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist:

Permitted Liens. Such Loan Party The Borrower will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; provided that precautionary assignments on assets sold by the Loan Parties to Persons who are not Affiliates of the Loan Parties (in each case, as permitted hereunder) and subsequently managed by the Loan Parties shall not be considered a Lien upon the property or assets of the Loan Parties; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any “receivables” "RECEIVABLES" as defined in clause (g) of the definition of the term “Indebtedness"INDEBTEDNESS,” " with or without recourse; provided PROVIDED that any Loan Party the Borrower or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist:exist (collectively, the "Permitted Liens"):

Permitted Liens. Such Loan Party No Borrower will, nor will not, and will not it permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; provided that precautionary assignments on assets sold by the Loan Parties to Persons who are not Affiliates of the Loan Parties (in each case, as permitted hereunder) and subsequently managed by the Loan Parties shall not be considered a Lien upon the property or assets of the Loan Parties; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any “receivables” as defined in clause (g) of the definition of the term “Indebtedness,” with or without recourse; provided that any Loan Party Borrower or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist:

Permitted Liens. Such Loan Party The Borrower will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; provided that precautionary assignments on assets sold by the Loan Parties to Persons who are not Affiliates of the Loan Parties (in each case, as permitted hereunder) and subsequently managed by the Loan Parties shall not be considered a Lien upon the property or assets of the Loan Parties; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any “"receivables” " as defined in clause (g) of the definition of the term “"Indebtedness,” " with or without recourse, except in a way that would exclude the same from the definition of "Indebtedness" pursuant to such clause (g); provided that any Loan Party the Borrower or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist:

Permitted Liens. Such Loan Party The Borrowers will not, and will not permit any of its their Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its their property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; provided that precautionary assignments on assets sold by the Loan Parties to Persons who are not Affiliates of the Loan Parties (in each case, as permitted hereunder) and subsequently managed by the Loan Parties shall not be considered a Lien upon the property or assets of the Loan Parties; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it them that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any “receivables” as defined in clause (g) of the definition of the term “Indebtedness,” with or without recourse; provided that any Loan Party the Borrowers or any of its their Subsidiaries may create or incur or suffer to be created or incurred or to exist:

Permitted Liens. Such Loan Party The Borrower will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; provided that precautionary assignments on assets sold by the Loan Parties to Persons who are not Affiliates of the Loan Parties (in each case, as permitted hereunder) and subsequently managed by the Loan Parties shall not be considered a Lien upon the property or assets of the Loan Parties; (b) transfer any of such property or assets or the income or profits therefrom outside the ordinary course of business for the purpose of subjecting the same to the payment of Indebtedness or 104 performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditorscreditors (other than in respect of de minimus amounts); or (e) sell, assign, pledge or otherwise transfer any “receivables” as defined in clause (g) of the definition of the term “Indebtedness,” with or without recourserecourse (other than in connection with the disposition of the business operations of such Person relating thereto or a disposition of defaulted receivables for collection and not as a financing arrangement); provided that any Loan Party the Borrower or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist: