Common use of Liens and Related Matters Clause in Contracts

Liens and Related Matters. (a) No Credit Party shall create, incur, assume or permit to exist any Lien on or with respect to its Accounts or any of its other properties or assets (whether now owned or hereafter acquired) except for (a) Permitted Encumbrances; (b) Liens in existence on the date hereof and summarized on Disclosure Schedule (6.7) securing Indebtedness described on Disclosure Schedule (6.3) and permitted refinancings, extensions and renewals thereof, including extensions or renewals of any such Liens; provided that the principal amount so secured is not increased and the Lien does not attach to any other property; (c) Liens created after the date hereof by conditional sale or other title retention agreements (including Capital Leases) or in connection with purchase money Indebtedness with respect to Equipment and Fixtures acquired by any Credit Party in the ordinary course of business, involving the incurrence of an aggregate amount of purchase money Indebtedness and Capital Lease Obligations of not more than $250,000 outstanding at any one time for all such Liens (provided that such Liens attach only to the assets subject to such purchase money debt and such Indebtedness is incurred within 20 days following such purchase and does not exceed 100% of the purchase price of the subject assets); and (d) Liens securing obligations under the Second Lien Credit Agreement, as long as the principal amount thereof is Indebtedness permitted pursuant to Section 6.3(a)(xii) and such Liens do not attach to any assets that are not subject to Liens securing the Obligations. In addition, no Credit Party shall become a party to any agreement, note, indenture or instrument, or take any other action, that would prohibit the creation of a Lien on any of its properties or other assets in favor of Agent, on behalf of itself and Lenders, as additional collateral for the Obligations, except operating leases, Capital Leases or Licenses which prohibit Liens upon the assets that are subject thereto.

Liens and Related Matters. (a) No Credit Party shall create, incur, assume or permit to exist any Lien on or with respect to its Accounts or any of its other properties or assets (whether now owned or hereafter acquired) except for (a) Permitted Encumbrances; (b) Liens in existence on the date hereof and summarized on Disclosure Schedule (6.7) securing Indebtedness described on Disclosure Schedule (6.3) and permitted refinancings, extensions and renewals thereof, including extensions or renewals of any such Liens; provided that the principal amount so secured is not increased and the Lien does not attach to any other property; and (c) Liens created after the date hereof by conditional sale or other title retention agreements (including Capital Leases) or in connection with purchase money Indebtedness with respect to Equipment and Fixtures acquired by any Credit Party in the ordinary course of business, involving the incurrence of an aggregate amount of purchase money Indebtedness and Capital Lease Obligations of not more than $250,000 outstanding at any one time for all such Liens (provided that such Liens attach only to the assets subject to such purchase money debt and such Indebtedness is incurred within 20 days following such purchase and does not exceed 100% of the purchase price of the subject assets); and (d) Liens securing obligations under the Second Lien Credit Agreement, as long as the principal amount thereof is Indebtedness permitted pursuant to Section 6.3(a)(xii) and such Liens do not attach to any assets that are not subject to Liens securing the Obligations. In addition, no Credit Party shall become a party to any agreement, note, indenture or instrument, or take any other action, that would prohibit the creation of a Lien on any of its properties or other assets in favor of Agent, on behalf of itself and Lenders, as additional collateral for the Obligations, except operating leases, Capital Leases or Licenses which prohibit Liens upon the assets that are subject thereto.

Liens and Related Matters. Neither Holdings nor the Company will, and the Company will not permit any of the Subsidiaries to, (ai) No Credit Party shall create, incur, assume create or permit incur or suffer to be created or incurred or to exist any Lien on or with respect to its Accounts or upon any of its other properties property or assets (of any character whether now owned or hereafter acquired) except for (a) Permitted Encumbrances, or upon the income or profits therefrom; (bii) Liens in existence on transfer any of such property or assets or the date hereof and summarized on Disclosure Schedule (6.7) securing income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness described on Disclosure Schedule (6.3) and permitted refinancings, extensions and renewals thereof, including extensions or renewals performance of any such Liens; provided that the principal amount so secured is not increased and the Lien does not attach other obligation in priority to any other propertypayment of its general creditors; (ciii) Liens created after the date hereof by acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention agreements (including Capital Leases) or in connection with purchase money security agreement, device or arrangement; (iv) 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; (v) sell, assign, pledge or otherwise transfer any accounts or general intangibles for money due or to become due, chattel paper, instruments or documents creating or evidencing a right to payment of money or other receivables, with respect or without recourse; or (vi) enter into or permit to Equipment exist any arrangement or agreement, enforceable under applicable law, which directly or indirectly prohibits the Company or any of the Subsidiaries from creating or incurring any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest other than (1) the restrictions under the Revolving Credit Documents as in effect on the Restatement Date and Fixtures acquired as amended to the extent permitted by subsection 6.10 in favor of the agent thereunder for the benefit of the lenders and the agent thereunder, (2) the restrictions under the Senior Secured Note Documents as in effect on the Restatement Date and as amended to the extent permitted by subsection 6.10, (3) prior to the 2009 Indenture Effective Time, the restrictions under the Existing Senior Secured Note Documents, (4) the restrictions under the Holdings Credit Documents as in effect on the Restatement Date and as amended from time to time to the extent permitted by subsection 6.10, and (5) customary anti-assignment provisions in leases and licensing agreements entered into by the Company or any Credit Party of the Subsidiaries in the ordinary course of its business, involving the incurrence of an aggregate amount of purchase money Indebtedness and Capital Lease Obligations of not more than $250,000 outstanding at any one time for all such Liens (; provided that such Liens attach only to the assets subject to such purchase money debt and such Indebtedness is incurred within 20 days following such purchase and does not exceed 100% of the purchase price of the subject assets); and (d) Liens securing obligations under the Second Lien Credit Agreement, as long as the principal amount thereof is Indebtedness permitted pursuant to Section 6.3(a)(xii) and such Liens do not attach to any assets that are not subject to Liens securing the Obligations. In addition, no Credit Party shall become a party to any agreement, note, indenture or instrument, or take any other action, that would prohibit the creation of a Lien on any of its properties or other assets in favor of Agent, on behalf of itself and Lenders, as additional collateral for the Obligations, except operating leases, Capital Leases or Licenses which prohibit Liens upon the assets that are subject thereto.that

Liens and Related Matters. (a) No Credit Party A. Company shall not and shall not permit any of its Subsidiaries to directly or indirectly, create, incur, assume or permit suffer to exist any Lien that secures obligations under any Indebtedness on any asset or with respect to its Accounts property now owned or hereafter acquired by the Company or any of its Subsidiaries, or on any income or profits therefrom, or assign or convey any right to receive income therefrom to secure any Indebtedness other than (i) Permitted Encumbrances, (ii) Liens securing (a) purchase money Indebtedness incurred to finance the purchase price of specific assets and Capital Leases, so long as, upon default, the holder of such Indebtedness may seek recourse or payment against Company and its Subsidiaries only through the return or sale of the assets financed thereby or (b) Indebtedness assumed or acquired in connection with any acquisition to the extent attaching only to assets acquired and so long as the Indebtedness secured thereby is recourse only to the Person acquired or acquiring such assets provided in each case that the aggregate amount of Indebtedness secured by such Liens does not exceed $10,000,000 in the aggregate and (iii) any other Liens permitted under subsection 7.2A of the Revolving Credit Agreement (as in effect on the date hereof) other than clause (iv) thereof. AXEL CREDIT AGREEMENT EXECUTION 96 103 B. If the Company or any of its Subsidiaries shall create or assume any Lien upon any of its properties or assets (assets, whether now owned or hereafter acquired) except for (a) Permitted Encumbrances; (b) Liens in existence on , other than as permitted under subsection 6.2A, it shall make or cause to be made effective provision whereby the date hereof and summarized on Disclosure Schedule (6.7) securing Indebtedness described on Disclosure Schedule (6.3) and permitted refinancings, extensions and renewals thereof, including extensions or renewals obligations of any such Liens; provided that the principal amount so secured is not increased Company and the Lien does not attach to any other property; (c) Liens created after the date hereof by conditional sale or other title retention agreements (including Capital Leases) or in connection with purchase money Indebtedness with respect to Equipment and Fixtures acquired by any Credit Party in the ordinary course of business, involving the incurrence of an aggregate amount of purchase money Indebtedness and Capital Lease Obligations of not more than $250,000 outstanding at any one time for all such Liens (provided that such Liens attach only to the assets subject to such purchase money debt and such Indebtedness is incurred within 20 days following such purchase and does not exceed 100% of the purchase price of the subject assets); and (d) Liens securing obligations Subsidiaries under the Second AXEL Loan Documents will be secured by such Lien Credit Agreement, equally and ratably with any and all other Indebtedness secured thereby as long as any such Indebtedness shall be so secured; provided that, notwithstanding the principal amount thereof is Indebtedness permitted pursuant foregoing, this provision shall not be construed as a consent by the Lenders to Section 6.3(a)(xii) and such Liens do not attach to any assets that are not subject to Liens securing the Obligations. In addition, no Credit Party shall become a party to any agreement, note, indenture or instrument, or take any other action, that would prohibit the creation or assumption of a any Lien on any of its properties or other assets in favor of Agent, on behalf of itself and Lenders, as additional collateral for the Obligations, except operating leases, Capital Leases or Licenses which prohibit than Liens upon the assets that are subject thereto.permitted under subsection 6.2A.

Liens and Related Matters. (a) No Credit Party shall create, incur, assume or permit to exist any Lien on or with respect to its Accounts or any of its other properties or assets (whether now owned or hereafter acquired) except for (a) Permitted Encumbrances; (b) Liens in existence on the date hereof and summarized on Disclosure Schedule (6.7) securing Indebtedness described on Disclosure Schedule (6.3) and permitted refinancings, extensions and renewals thereof, including extensions or renewals of any such Liens; provided that the principal amount so secured is not increased and the Lien does not attach to any other property; (c) Liens created after the date hereof by conditional sale or other title retention agreements (including Capital Leases) or in connection with purchase money Indebtedness with respect to Equipment and Fixtures acquired by any Credit Party in the ordinary course of business, involving the incurrence of an aggregate amount of purchase money Indebtedness and Capital Lease Obligations of not more than $250,000 outstanding at any one time for all such Liens (provided that such Liens attach only to the assets subject to such purchase money debt and such Indebtedness is incurred within 20 days following such purchase and does not exceed 100% of the purchase price of the subject assets); and (d) Liens securing obligations under the Second First Lien Credit Agreement, as long as the principal amount thereof is Indebtedness permitted pursuant to Section 6.3(a)(xii) and such Liens do not attach to any assets that are not subject to Liens securing the Obligations. In addition, no Credit Party shall become a party to any agreement, note, indenture or instrument, or take any other action, that would prohibit the creation of a Lien on any of its properties or other assets in favor of Agent, on behalf of itself and Lenders, as additional collateral for the Obligations, except operating leases, Capital Leases or Licenses which prohibit Liens upon the assets that are subject thereto.

Liens and Related Matters. Neither Holdings nor the Company will, and the Company will not permit any of the Subsidiaries to, (ai) No Credit Party shall create, incur, assume create or permit incur or suffer to be created or incurred or to exist any Lien on or with respect to its Accounts or upon any of its other properties property or assets (of any character whether now owned or hereafter acquired) except for (a) Permitted Encumbrances, or upon the income or profits therefrom; (bii) Liens in existence on transfer any of such property or assets or the date hereof and summarized on Disclosure Schedule (6.7) securing income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness described on Disclosure Schedule (6.3) and permitted refinancings, extensions and renewals thereof, including extensions or renewals performance of any such Liens; provided that the principal amount so secured is not increased and the Lien does not attach other obligation in priority to any other propertypayment of its general creditors; (ciii) Liens created after the date hereof by acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention agreements (including Capital Leases) or in connection with purchase money security agreement, device or arrangement; (iv) 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; (v) sell, assign, pledge or otherwise transfer any accounts or general intangibles for money due or to become due, chattel paper, instruments or documents creating or evidencing a right to payment of money or other receivables, with respect or without recourse; or (vi) enter into or permit to Equipment exist any arrangement or agreement, enforceable under applicable law, which directly or indirectly prohibits the Company or any of the Subsidiaries from creating or incurring any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest other than (1) the restrictions under the Revolving Credit Documents as in effect on the Restatement Date and Fixtures acquired as amended to the extent permitted by subsection 6.11 in favor of the agent thereunder for the benefit of the lenders and the agent thereunder, (2) the restrictions under the Senior Secured Note Documents as in effect on the Restatement Date and as amended to the extent permitted by subsection 6.11, and (3) customary anti-assignment provisions in 58 leases and licensing agreements entered into by the Company or any Credit Party of the Subsidiaries in the ordinary course of its business, involving the incurrence of an aggregate amount of purchase money Indebtedness and Capital Lease Obligations of not more than $250,000 outstanding at any one time for all such Liens (; provided that such Liens attach only to the assets subject to such purchase money debt and such Indebtedness is incurred within 20 days following such purchase and does not exceed 100% any of the purchase price of Company or the subject assets); and (d) Liens securing obligations under the Second Lien Credit Agreement, as long as the principal amount thereof is Indebtedness permitted pursuant Subsidiaries may create or incur or suffer to Section 6.3(a)(xii) and such Liens do not attach be created or incurred or to any assets that are not subject to Liens securing the Obligations. In addition, no Credit Party shall become a party to any agreement, note, indenture or instrument, or take any other action, that would prohibit the creation of a Lien on any of its properties or other assets in favor of Agent, on behalf of itself and Lenders, as additional collateral for the Obligations, except operating leases, Capital Leases or Licenses which prohibit Liens upon the assets that are subject thereto.exist:

Liens and Related Matters. Holdings will not, and will not permit any of the Subsidiaries to, (ai) No Credit Party shall create, incur, assume create or permit incur or suffer to be created or incurred or to exist any Lien on or with respect to its Accounts or upon any of its other properties property or assets (of any character whether now owned or hereafter acquired) except for (a) Permitted Encumbrances, or upon the income or profits therefrom; (bii) Liens in existence on transfer any of such property or assets or the date hereof and summarized on Disclosure Schedule (6.7) securing income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness described on Disclosure Schedule (6.3) and permitted refinancings, extensions and renewals thereof, including extensions or renewals performance of any such Liens; provided that the principal amount so secured is not increased and the Lien does not attach other obligation in priority to any other propertypayment of its general creditors; (ciii) Liens created after the date hereof by acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention agreements (including Capital Leases) or in connection with purchase money security agreement, device or arrangement; (iv) 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; (v) sell, assign, pledge or otherwise transfer any accounts or general intangibles for money due or to become due, chattel paper, instruments or documents creating or evidencing a right to payment of money or other receivables, with respect or without recourse; or (vi) enter into or permit to Equipment exist any arrangement or agreement, enforceable under applicable law, which directly or indirectly prohibits Holdings or any of the Subsidiaries from creating or incurring any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest other than (1) the restrictions under the Revolving Credit Documents as in effect on the Closing Date and Fixtures acquired as amended to the extent permitted by subsection 6.11 in favor of the agent thereunder for the benefit of the lenders and the agent thereunder, (2) the restrictions under the Senior Secured Note Documents as in effect on the Closing Date and as amended to the extent permitted by subsection 6.11, (3) the restrictions under the Opco Credit Documents as in effect on the Closing Date and as amended from time to time to the extent permitted by subsection 6.11, (4) prior to the 2009 Indenture Effective Time, the restrictions under the Existing Senior Secured Note Documents, and (5) customary anti-assignment provisions in leases and licensing agreements entered into by Holdings or any Credit Party of the Subsidiaries in the ordinary course of its business, involving the incurrence of an aggregate amount of purchase money Indebtedness and Capital Lease Obligations of not more than $250,000 outstanding at any one time for all such Liens (; provided that such Liens attach only to the assets subject to such purchase money debt and such Indebtedness is incurred within 20 days following such purchase and does not exceed 100% of the purchase price of the subject assets); and (d) Liens securing obligations under the Second Lien Credit Agreement, as long as the principal amount thereof is Indebtedness permitted pursuant to Section 6.3(a)(xii) and such Liens do not attach to any assets that are not subject to Liens securing the Obligations. In addition, no Credit Party shall become a party to any agreement, note, indenture or instrument, or take any other action, that would prohibit the creation of a Lien on any of its properties or other assets in favor of Agent, on behalf of itself and Lenders, as additional collateral for the Obligations, except operating leases, Capital Leases or Licenses which prohibit Liens upon the assets that are subject thereto.that