Common use of Encumbrance Clause in Contracts

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property (except for Permitted Liens), 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 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 or any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property (except for Permitted Liens)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 (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 BankCollateral 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 permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer to exist any Lien on any of its property (except for Permitted Liens)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, in each case as to the foregoing except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein (except for herein, other than 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 or any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 6.1 hereof and the definition of “Permitted Liens” herein.

Encumbrance. (a) Create, incur, allow, or suffer any Lien on any of its property (except for Permitted Liens)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, (b) permit any Collateral not to be subject to the first priority security interest granted herein (herein, except for Permitted Liens), or (c) 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 or any Subsidiary’s Intellectual Property, except as is otherwise (i) in connection with transactions which are permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein, (ii) pursuant to a merger agreement where all Obligations will be repaid in full upon the closing of such merger agreement, and (iii) in connection with in-licensed Intellectual Property with respect to such Intellectual Property.

Encumbrance. Create, incur, allow, or suffer allow any Lien on any of its property (except for Permitted Liens)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 (except for Permitted Liens)herein. Neither Borrower shall sell, transfer, assign, mortgage, pledge, lease, grant a security interest in, or encumber, or enter into any agreement, document, instrument or other arrangement (except with or in favor of BankCollateral Agent) 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 permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property (except for Permitted Liens)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 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) 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 permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property (except for Permitted Liens)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, permit any Collateral not to be subject to the first priority security interest granted herein (except for 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 or any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property (except for Permitted Liens)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 (except for Permitted Liens)in favor of Bank, 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 Lien in, over or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof of this Agreement and the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer to exist any Lien on any of its property (except for Permitted Liens), 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), 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 such Borrower or any Subsidiary required to become a Borrower hereunder from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of such Borrower’s or any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 6.1 hereof and the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property (except for Permitted Liens)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)herein, or enter into any agreement, document, instrument or other arrangement (except with or in favor of BankBank 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 permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer to exist any Lien on any of its property (except for Permitted Liens)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)herein, 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 or any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 6.1 hereof and the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property (except for Permitted Liens)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, and 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 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 or any Subsidiary’s Intellectual Propertyintellectual property, except as is with respect to transactions otherwise permitted in Section 7.1 hereof and the definition of “with respect to transactions that are subject to a Permitted Liens” hereinLien.

Encumbrance. Create, incur, allow, or suffer allow any Lien on any of its property (except for Permitted Liens)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 (except for subject to Permitted LiensLiens that have priority by operation of law), 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 or any Subsidiary’s Intellectual Propertyintellectual property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Encumbrance. CreateBorrower shall not, without Bank’s prior written consent, create, incur, allow, or suffer any Lien on any of its property (except for Permitted Liens)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 (except for Permitted Liens)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 or any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof of this Agreement and the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer to exist any Lien on any of its property (except for Permitted Liens)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 to the extent any Permitted LiensLiens may have a superior priority to Bank’s Lien as permitted by 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 or any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof 6.1 and the definition of “Permitted Liens” herein.

Encumbrance. (a) Create, incur, allow, or suffer any Lien on any of its property (except for Permitted Liens)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, (b) permit any Collateral not to be subject to the first priority security interest granted herein (herein, except for 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 or any Subsidiary’s Intellectual Property, except as is pursuant to transactions that are otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer allow any Lien on any of its property (except for Permitted Liens)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)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 or any Subsidiary’s Intellectual Propertyintellectual property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted LiensLien” herein.. Notwithstanding the foregoing, the covenants of this Section 7.5 shall not apply to Tempress Systems, Inc. and Subsidiaries of Tempress Systems, Inc.

Encumbrance. (a) Create, incur, allow, or suffer any Lien on any of its property (except for Permitted Liens)property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries (including any Immaterial Subsidiary) to do so, except for Permitted Liens, (b) permit any Collateral not to be subject to the first priority security interest granted herein (except for Permitted Liens)herein, or (c) 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 (including any Immaterial Subsidiary) from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any such Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer to exist any Lien on any of its property (except for Permitted Liens)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 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) 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 permitted in Section 7.1 6.1 hereof and the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property (except for Permitted Liens)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 (subject only to Liens securing the Senior Debt) security interest granted herein (except for Permitted Liens)herein, or enter into any agreement, document, instrument or other arrangement (except with or in favor of BankAgent and Purchasers) 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 permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property (except for Permitted Liens)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 (except for which Collateral may be subject to Permitted Liens), or enter into any agreement, document, instrument or other arrangement (except with or in favor of BankAgent for the benefit of 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 permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property (except for Permitted Liens)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)Liens that may have priority as expressly permitted in 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 or any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property (except for Permitted Liens)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 purchase money Liens permitted 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) 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 permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property (except for Permitted Liens)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 the charges granted under the Debentures, 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 or any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer allow any Lien on any of its property (except for Permitted Liens)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 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) 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 permitted in Section 7.1 hereof and the definition of “Permitted Liens” Lien herein.

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property (except for Permitted Liens)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 (except for Permitted Liens), or enter into any agreement, document, instrument or other arrangement (except with or in favor of BankLender, for the ratable benefit of Lender) 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 Property, except as is otherwise permitted in Section 7.1 7.01 hereof and the definition of “Permitted Liens” herein”.

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property (except for Permitted Liens)property, including its intellectual 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 Lienssubject to Section 6.6(a)), 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 or any Subsidiary’s Intellectual Propertyintellectual property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted LiensLien” herein.

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property (except for Permitted Liens)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 provided, however, 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 or any Subsidiary’s Intellectual PropertyProperty in favor of Bank, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property (except for Permitted Liens)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 in each case 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 or other arrangement (except with or in favor of BankBank and 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 permitted in Section 7.1 hereof and the definition of “Permitted Liens” hereinherein and other than (i) the licensors of in-licensed property with respect to such property; and (ii) the lessors of specific leased equipment with respect to such specific leased equipment.

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property (except for Permitted Liens)the Collateral, including at all times the Springing 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 (herein, except for 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 the Collateral and Borrower’s or any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property (except for Permitted Liens)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, in each case except for Permitted Liens, ; permit any Collateral not to be subject to the first priority security interest granted herein (except for 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) with any Person which that 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 or any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted LiensLien” herein.

Encumbrance. Create, incur, allow, or suffer to exist any Lien on any of its property (except for Permitted Liens)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)herein, or enter into any agreement, document, instrument or other arrangement (except with or in favor of BankAgent for the ratable benefit of 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 permitted in Section 7.1 6.1 hereof and the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property (except for Permitted Liens)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 Permitted Factoring, permit any Collateral not to be subject to the first priority security interest granted herein (except for Permitted Liens)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 or any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.” and inserting in lieu thereof the following:

Encumbrance. Create, incur, allow, or suffer allow any Lien on any of its property (except for Permitted Liens)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 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) 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 permitted in Section 7.1 hereof and the definition of “Permitted LiensLien” herein.

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property (except for Permitted Liens)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 Liensor, in the case of EMEA, granted under the Debenture), 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 or any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.” and inserting in lieu thereof the following:

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property (except for Permitted Liens)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 exclusive licenses permitted under Section 7.1, or permit any Collateral not to be subject to the first priority security interest granted herein (except for which Collateral may be subject to Permitted Liens), 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 or any Subsidiary’s Intellectual Propertyintellectual property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property (except for Permitted Liens)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 subject to Permitted LiensLiens that are senior in priority to such security interest), 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 or any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer allow any Lien on any of its property (except for Permitted Liens)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 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) 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 or any Subsidiary’s Intellectual Propertyintellectual property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted LiensLien” herein.

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property (except for Permitted Liens)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 (subject only to Liens securing the Senior Debt) security interest granted herein (except for Permitted Liens)herein, or enter into any agreement, document, instrument or other arrangement (except with or in favor of BankPurchaser) 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 permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer to exist any Lien on any of its property (except for Permitted Liens)property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do soso except, except in each case, for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein (except for Permitted Liens)herein, 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 or any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 6.1 hereof and the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer allow any Lien on any of its property (except for Permitted Liens)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 (except for Permitted Liensvalidly perfected purchase money security interests), or enter into any agreement, document, instrument or other arrangement (except with or in favor of BankLenders) 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 permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.” and inserting in lieu thereof the following:

Encumbrance. Create, incur, allow, or suffer allow any Lien on any of its property (except for Permitted Liens)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 (except for Permitted Liensvalidly perfected purchase money security interests), or enter into any agreement, document, instrument or other arrangement (except with or in favor of BankLenders) 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 permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property (except for Permitted Liens)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 subject to any Permitted LiensLiens entitled to priority hereunder), 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 or any Subsidiary’s Intellectual Propertyintellectual property, except as is otherwise permitted in Section 7.1 hereof and or the definition of “Permitted LiensLien” herein.

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property (except for Permitted Liens)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, in each case except for Permitted Liens, ; permit any Collateral not to be subject to the first priority security interest granted herein (except for subject only to Permitted LiensLiens that are permitted pursuant to the terms of this Agreement to 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 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 or any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property (except for Permitted Liens)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 of the Collateral not to be subject to the first priority security interest granted herein (except for Permitted Liens)herein, or enter into into, or permit to exist, any agreement, document, instrument or other arrangement binding upon it (except with or in favor of Bankthe Agent for the 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 permitted in Section 7.1 7.5 hereof and the definition of “Permitted LiensLien” herein.

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property (except for Permitted Liens)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 Liensor, in the case of EMEA, granted under the Debenture), 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 or any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer to exist any Lien on any of its property (except for Permitted Liens)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)and under the ISR Debentures, 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 or any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 6.1 hereof and the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property (except for Permitted Liens)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 Liensor, in the case of EMEA, granted under the Debenture), 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 or any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.” and inserting in lieu thereof the following: “

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property (except for Permitted Liens)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 (except for Permitted Liens)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 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 Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer to exist any Lien on any of its property (except for Permitted Liens)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, permit any Collateral not to be subject to the first priority security interest granted herein (except for Permitted Liens)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 or any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 6.1 hereof and the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer any Lien on any of the Collateral or any Inventory or Intellectual Property of Borrower or its property (except for Permitted Liens)Subsidiaries, 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)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 or any Subsidiary’s Inventory or Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted LiensLien” herein.

Encumbrance. Create, incur, allow, or suffer to exist any Lien on any of its property (except for Permitted Liens)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)as permitted herein, 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 or any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 6.1 hereof and the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer allow any Lien on any of its property (except for Permitted Liens)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 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) 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 for over-the-counter software and as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted LiensLien” herein.

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property (except for Permitted Liens)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)and/or under the applicable Debenture or under the applicable Share Charge, 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 or any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer allow any Lien on any of its property (except for Permitted Liens)or assets, 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 (except for as otherwise specifically allowed in the definition of 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 or any Subsidiary’s Intellectual Propertyintellectual property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted LiensLien” herein.

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property (except for Permitted Liens)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 (except for subject to Permitted Liens), 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 or any Subsidiary’s Intellectual Propertyintellectual property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer allow any Lien on any of its property (except for Permitted Liens)or assets, 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 (except for 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 or any Subsidiary’s Intellectual Propertyintellectual property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted LiensLien” herein.

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property (except for Permitted Liens)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)herein, 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 or any Subsidiary’s Intellectual Property, except (i) customary restrictions on assignment in any license agreement where Borrower or Subsidiary is the licensee (and not the licensor) and (ii) as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property (except for Permitted Liens)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 or other arrangement (except with or in favor of BankLender and except with or in favor of SVB pursuant to the Senior Loan Agreement ) 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 permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.