Common use of 02Liens Clause in Contracts

02Liens. Parent will not, nor will it permit any Borrower or any of Borrowers’ Restricted Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, except: (i) Liens created under the Loan Documents; (ii) Permitted Liens; (iii) Liens existing on the Effective Date (other than Liens created under the Term Loan Documents or the Convertible Notes Documents); provided that (x) any Lien securing Debt that is not secured by Collateral constituting Revolving Credit Priority Collateral in excess of $1,000,000, and (y) any Lien securing Debt that is secured by Revolving Credit Priority Collateral, shall only be permitted if set forth on Schedule 7.02, and any modifications, replacements, renewals or extensions thereof; provided that (1) such modified, replacement, renewal or extension Lien does not extend to any additional property other than (a) after-acquired property that is affixed or incorporated into the property covered by such Lien and (b) proceeds and products thereof, and (2) the obligations secured or benefited by such modified, replacement, renewal or extension Lien are permitted by Section 7.01; (iv) Liens securing Debt permitted under Section 7.01(a)(v); provided that (A) such Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (B) such Liens do not at any time encumber any property other than the property financed by such Debt, except for accessions to such property and the proceeds and the products thereof, and any lease of such property (including accessions thereto) and the proceeds and products thereof and (C) with respect to Capital Lease Obligations, such Liens do not at any time extend to or cover any assets (except for accessions to or proceeds of such assets) other than the assets subject to such Capital Lease Obligations; provided further that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (v) leases, licenses, subleases or sublicenses granted to others (whether on an exclusive or non-exclusive basis) that are entered into in the ordinary course of business or that do not interfere in any material respect with the business of Parent, Administrative Borrower and its Subsidiaries, taken as a whole; (vi) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (vii) Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 7.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 7.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 7.05 in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (ix) Liens on property that is not Collateral; (x) Liens granted by a Subsidiary of Administrative Borrower that is not a Loan Party in favor of any Loan Party (other than Parent), Liens granted by a Subsidiary of Administrative Borrower that is not a Loan Party in favor of any Subsidiary of Parent that is not a Loan Party and Liens granted by a Loan Party (other than Parent or any Borrower) in favor of any other Loan Party; (xi) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Subsidiary of Administrative Borrower, in each case after the Effective Date (other than Liens on the Equity Interests of any Person that becomes a Subsidiary of Administrative Borrower); provided that (A) such Lien was not created in contemplation of such acquisition or such Person becoming a Subsidiary of Administrative Borrower, (B) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property subject to a Lien securing Debt and other obligations incurred prior to such time and which Debt and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (C) the Debt secured thereby is permitted under Section 7.01(a)(v); (xii) any interest or title (and all encumbrances and other matters affecting such interest or title) of a lessor, sublessor, licensor or sublicensor or secured by a lessor’s sublessor’s, licensor’s or sublicensor’s interest under leases (other than leases constituting Capital Lease Obligations), subleases, licenses, cross-licenses or sublicense entered into by Parent, any Borrower or any Restricted Subsidiary of a Borrower in the ordinary course of business; (xiii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods by Parent, any Borrower or any Restricted Subsidiary of a Borrower in the ordinary course of business; (xiv) Liens deemed to exist in connection with Investments in repurchase agreements permitted under clause (e) of the definition of the term “Cash Equivalents”; (xv) [reserved]; (xvi) Liens that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Debt, including liens or rights of set-off arising under the general terms and conditions of banks with whom any group member maintains a banking relationship in the ordinary course of business; (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Borrowers and their Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Borrowers or their Restricted Subsidiaries in the ordinary course of business; (xvii) ground leases in respect of real property on which facilities owned or leased by Borrower or any of its Restricted Subsidiaries are located; (xviii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xix) Liens on the Collateral of the Loan Parties securing the Term Loan Debt, provided that such Liens shall be subject to the Intercreditor Agreement; (xx) other Liens which are not on Revolving Credit Priority Collateral; provided that at the time of incurrence of such Liens and the obligations secured thereby (after giving pro forma effect to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall not exceed $1,000,000; (xxi) [reserved]; (xxii) Liens on the Collateral (or a portion thereof) securing Debt permitted under Section 7.01(a)(xxiii); provided that such Liens shall be subject to the Intercreditor Agreement; (xxiii) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof; (i) Liens on Equity Interests of joint ventures securing capital contributions to, or obligations of, such Persons and (ii) customary rights of first refusal and tag, drag and similar rights in joint venture agreements, in each case, in the case of the foregoing clauses (i) and (ii), in the ordinary course of business; (xxv) Liens arising in respect of contributions required to be made by a Loan Party (including employee contributions withheld from pay) to any Canadian Pension Plan or Canadian Statutory Plan that that are not yet due to be remitted; and (xxvi) Liens on cash and Cash Equivalents arising in connection with the defeasance, discharge or redemption of Debt for no longer than 60 days prior to such defeasance, discharge or redemption; provided, that such defeasance, discharge or redemption is permitted under this Agreement. In addition, if the Required DDTL Approving Lenders shall have consented (which consent shall not be unreasonably withheld, delayed, conditioned or denied), Administrative Borrower and its Subsidiaries may post cash collateral up to the amount so agreed by the Required DDTL Approving Lenders to secure Debt permitted pursuant to Section 7.01(a)(vi), but only to the extent such Debt is not secured by any Liens on the Collateral that are otherwise permitted under this Section 7.02.

02Liens. Parent will notNo Loan Party will, nor will it permit any Borrower or any of Borrowers’ Restricted Subsidiaries Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, except: (ia) Permitted Encumbrances; (b) Liens created under the pursuant to any Loan DocumentsDocument; (iic) Permitted Liens; (iii) Liens any Lien on any property or asset of the Borrower or any Subsidiary existing on the Effective Date (other than Liens created under the Term Loan Documents or the Convertible Notes Documents); provided that (x) any Lien securing Debt that is not secured by Collateral constituting Revolving Credit Priority Collateral in excess of $1,000,000, date hereof and (y) any Lien securing Debt that is secured by Revolving Credit Priority Collateral, shall only be permitted if set forth on in Schedule 7.026.02, and including any modifications, replacements, renewals extensions or extensions amendments thereof; provided that (1i) such modified, replacement, renewal or extension Lien does shall not extend apply to any additional other property or asset of the Borrower or any Subsidiary (other than proceeds) and (aii) after-acquired property that is affixed or incorporated into the property covered by such Lien shall secure only those obligations which it secures on the date hereof and (b) proceeds extensions, renewals and products thereof, and (2) the obligations secured or benefited by such modified, replacement, renewal or extension Lien are replacements thereof permitted by under Section 7.016.01(b); (ivd) Liens securing Debt permitted under Section 7.01(a)(v)any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary; provided that (Ai) such Liens attach concurrently Lien is not created in contemplation of or in connection with such acquisition or within 270 days after such Person becoming a Subsidiary, as the acquisitioncase may be, repair, replacement, construction (ii) such Lien shall not apply to any other property or improvement (as applicable) assets of the property subject to such Liens, Borrower or any Subsidiary (Bother than proceeds) and (iii) such Liens do not at any time encumber any property other than Lien shall secure only those obligations which it secures on the property financed by such Debt, except for accessions to such property and the proceeds and the products thereof, and any lease date of such property (including accessions thereto) and acquisition or the proceeds and products thereof and (C) with respect to Capital Lease Obligationsdate such Person becomes a Subsidiary, such Liens do not at any time extend to or cover any assets (except for accessions to or proceeds of such assets) other than as the assets subject to such Capital Lease Obligations; provided further that individual financings of equipment provided by one lender case may be cross collateralized and extensions, renewals and replacements thereof permitted pursuant to other financings of equipment provided by such lenderSection 6.01; (ve) leasesLiens on fixed or capital assets acquired, licensesconstructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (g) of Section 6.01, subleases (ii) such security interests and the Indebtedness secured thereby are incurred prior to or sublicenses granted within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to others any other property or assets of the Borrower or any Subsidiary; (whether f) Liens arising out of Sale and Leaseback Transactions permitted by Section 6.11; (g) bankers liens, rights of set-off and similar Liens incurred on an exclusive or non-exclusive basis) that are entered into deposits made in the ordinary course of business or that do not interfere in any material respect with the business of Parent, Administrative Borrower and its Subsidiaries, taken as a wholebusiness; (vih) Liens on deposits pursuant to Swap Agreements to secure obligations thereunder to the extent such Swap Agreements are permitted hereunder; (i) leases, subleases, and non-exclusive licenses or sublicenses granted to third parties in the ordinary course of business, and exclusive licenses granted to third parties provided that the fair market value of all property for which exclusive licenses are granted shall not exceed $10,000,000 at any time during the term of this Agreement; (j) Liens in favor of customs and revenue authorities arising as a matter of law Law to secure payment of customs duties in connection with the importation of goods; (viik) purported Liens (A) evidenced by the filing of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 7.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 7.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 7.05 in each case, precautionary UCC financing statements relating solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date operating leases of the creation of such Lien; (ix) Liens on personal property that is not Collateral; (x) Liens granted by a Subsidiary of Administrative Borrower that is not a Loan Party in favor of any Loan Party (other than Parent), Liens granted by a Subsidiary of Administrative Borrower that is not a Loan Party in favor of any Subsidiary of Parent that is not a Loan Party and Liens granted by a Loan Party (other than Parent or any Borrower) in favor of any other Loan Party; (xi) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Subsidiary of Administrative Borrower, in each case after the Effective Date (other than Liens on the Equity Interests of any Person that becomes a Subsidiary of Administrative Borrower); provided that (A) such Lien was not created in contemplation of such acquisition or such Person becoming a Subsidiary of Administrative Borrower, (B) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property subject to a Lien securing Debt and other obligations incurred prior to such time and which Debt and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (C) the Debt secured thereby is permitted under Section 7.01(a)(v); (xii) any interest or title (and all encumbrances and other matters affecting such interest or title) of a lessor, sublessor, licensor or sublicensor or secured by a lessor’s sublessor’s, licensor’s or sublicensor’s interest under leases (other than leases constituting Capital Lease Obligations), subleases, licenses, cross-licenses or sublicense entered into by Parent, any Borrower or any Restricted Subsidiary of a Borrower in the ordinary course of business; (xiiil) Liens arising by operation of law or contract on insurance policies and proceeds thereof to secure premiums payable thereunder; (m) Liens arising solely on any xxxx xxxxxxx money deposits, escrow arrangements or similar arrangements made by Borrower or any of its Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (n) Liens in connection with cash collateral for letters of credit securing real property leases; (o) Liens on real property securing Indebtedness incurred by Virtusa (Pvt.) Limited and permitted under Section 6.01; (p) in connection with the sale or transfer of any other assets in a transaction permitted under Section 6.12, customary rights and restrictions contained in agreements relating to such sale or transfer pending the completion thereof; (q) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods by Parent, any Borrower or any Restricted Subsidiary of a Borrower in the ordinary course of business; (xiv) Liens deemed to exist in connection with Investments in repurchase agreements permitted under clause (e) of the definition of the term “Cash Equivalents”; (xv) [reserved]; (xvi) Liens that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Debt, including liens or rights of set-off arising under the general terms and conditions of banks with whom any group member maintains a banking relationship in the ordinary course of business; (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Borrowers and their Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Borrowers or their Restricted Subsidiaries in the ordinary course of business; (xviir) ground leases in respect Liens constituting a renewal, extension or replacement of real property on which facilities owned or leased by Borrower or any of its Restricted Subsidiaries are locatedPermitted Encumbrance; (xviiis) Liens on insurance policies securing any Indebtedness financing real estate acquisitions and improvements to the proceeds thereof securing the financing extent permitted under Section 6.01(m); and (t) other Liens, provided that, as of the premiums with respect thereto; (xix) Liens on the Collateral of the Loan Parties securing the Term Loan Debt, provided that such Liens shall be subject to the Intercreditor Agreement; (xx) other Liens which are not on Revolving Credit Priority Collateral; provided that at the time of incurrence of such Liens and the obligations secured thereby (Effective Date or immediately after giving pro forma effect to the creation, incurrence or assumption of any such obligations) the aggregate outstanding face amount Lien or of obligations any Indebtedness secured by Liens existing in reliance on this clause (xxu) and any substantially concurrent use of proceeds thereof, the aggregate amount of Indebtedness secured by such Lien shall not exceed $1,000,000; (xxi) [reserved]; (xxii) Liens on the Collateral (or a portion thereof) securing Debt permitted under Section 7.01(a)(xxiii); provided that such Liens shall be subject to the Intercreditor Agreement; (xxiii) receipt of progress payments 7,500,000 and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof; (i) Liens on Equity Interests of joint ventures securing capital contributions to, or obligations of, such Persons and (ii) customary rights of first refusal and tag, drag and similar rights in joint venture agreements, in each case, in the case of the foregoing clauses (i) and (ii), in the ordinary course of business; (xxv) Liens arising in respect of contributions required to be made by a Loan Party (including employee contributions withheld from pay) to any Canadian Pension Plan or Canadian Statutory Plan that that are not yet due to be remitted; and (xxvi) Liens on cash and Cash Equivalents arising in connection with the defeasance, discharge or redemption of Debt for no longer than 60 days prior to such defeasance, discharge or redemption; provided, that such defeasance, discharge or redemption is permitted under this Agreement. In addition, if the Required DDTL Approving Lenders shall have consented (which consent shall not be unreasonably withheld, delayed, conditioned or denied), Administrative Borrower and its Subsidiaries may post cash collateral up to the amount so agreed by the Required DDTL Approving Lenders to secure Debt permitted pursuant to Section 7.01(a)(vi), but only to the extent such Debt Indebtedness is not secured permitted under Section 6.01(o). Notwithstanding the foregoing, no Subsidiary that is a Massachusetts Securities Corporation shall (i) create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, except for any Liens on the Collateral that are otherwise permitted under this clause (a) of the definition of “Permitted Encumbrances” and Section 7.026.02(g), or (ii) assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof.

02Liens. Parent The Borrower will not, nor will it permit any Borrower or any of Borrowers’ Restricted Subsidiaries Subsidiary to, create, incur, assume or permit suffer to exist any Lien on upon any property of its property, assets or asset revenues, whether now owned or hereafter acquired acquired, other than the following: (a) Liens existing on the date hereof and listed on Schedule 6.02 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by itSection 6.01(b), except:(iii) the direct or any contingent obligor with respect thereto is not changed and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 6.01(b); (b) Liens for Taxes not yet due or that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (c) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; provided that to the extent such Liens secure any Indebtedness, that the aggregate amount of all such Indebtedness at any time outstanding shall not exceed $3,000,000; (d) pledges or deposits in the ordinary course of business in connection with (i) workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by XXXXX, and (ii) public utility services provided to the Borrower or a Subsidiary; (e) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (f) easements, rights-of-way, restrictions and other similar encumbrances affecting real property that, in the aggregate, are not substantial in amount, and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of ​ ​ the business of the applicable Person, and any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of the business of the Borrower and its Subsidiaries; (g) Liens securing judgments for the payment of money not constituting an Event of Default under Section 7.01(j); (h) Liens (i) of a collecting bank arising under Section 4-210 of the UCC on items in the course of collection, and (ii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) that are customary in the banking industry; (i) Liens created under pursuant to Section 5-118 of the Loan DocumentsUCC of any state (or any comparable provision of any foreign Law) in favor of the issuer or nominated person of letters of credit permitted pursuant to Section 6.01; (iij) Permitted Liensany interest or title of a lessor, sublessor, licensor or sublicensor under leases or licenses permitted by this Agreement that are entered into in the ordinary course of business; (iii) Liens existing on the Effective Date (other than Liens created under the Term Loan Documents or the Convertible Notes Documents); provided that (x) any Lien securing Debt that is not secured by Collateral constituting Revolving Credit Priority Collateral in excess of $1,000,000, and (y) any Lien securing Debt that is secured by Revolving Credit Priority Collateral, shall only be permitted if set forth on Schedule 7.02, and any modifications, replacements, renewals or extensions thereof; provided that (1) such modified, replacement, renewal or extension Lien does not extend to any additional property other than (a) after-acquired property that is affixed or incorporated into the property covered by such Lien and (b) proceeds and products thereof, and (2) the obligations secured or benefited by such modified, replacement, renewal or extension Lien are permitted by Section 7.01; (iv) Liens securing Debt permitted under Section 7.01(a)(v); provided that (A) such Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (B) such Liens do not at any time encumber any property other than the property financed by such Debt, except for accessions to such property and the proceeds and the products thereof, and any lease of such property (including accessions thereto) and the proceeds and products thereof and (C) with respect to Capital Lease Obligations, such Liens do not at any time extend to or cover any assets (except for accessions to or proceeds of such assets) other than the assets subject to such Capital Lease Obligations; provided further that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (vk) leases, licenses, subleases or sublicenses granted to others (whether on an exclusive or non-exclusive basis) that are entered into in the ordinary course of business or that do not (i) interfere in any material respect with the ordinary conduct of the business of Parent, Administrative the Borrower and its Subsidiaries, taken as a wholeor (ii) secure any Indebtedness; (vil) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (vii) Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 7.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 7.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 7.05 in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (ix) Liens on property that is not Collateral; (x) Liens granted by a Subsidiary of Administrative Borrower that is not a Loan Party in favor of any Loan Party (other than Parent), Liens granted by a Subsidiary of Administrative Borrower that is not a Loan Party in favor of any Subsidiary of Parent that is not a Loan Party and Liens granted by a Loan Party (other than Parent or any Borrower) in favor of any other Loan Party; (xi) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Subsidiary of Administrative Borrower, in each case after the Effective Date (other than Liens on the Equity Interests of any Person that becomes a Subsidiary of Administrative Borrower); provided that (A) such Lien was not created in contemplation of such acquisition or such Person becoming a Subsidiary of Administrative Borrower, (B) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property subject to a Lien securing Debt and other obligations incurred prior to such time and which Debt and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (C) the Debt secured thereby is permitted under Section 7.01(a)(v); (xii) any interest or title (and all encumbrances and other matters affecting such interest or title) of a lessor, sublessor, licensor or sublicensor or secured by a lessor’s sublessor’s, licensor’s or sublicensor’s interest under leases (other than leases constituting Capital Lease Obligations), subleases, licenses, cross-licenses or sublicense entered into by Parent, any Borrower or any Restricted Subsidiary of a Borrower goods in the ordinary course of business; (xiiim) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods by Parent, securing Indebtedness and other obligations in an aggregate amount not exceed $250,000 at any Borrower or any Restricted Subsidiary of a Borrower in the ordinary course of businesstime outstanding; (xivn) Liens deemed to exist in connection with Investments in repurchase agreements permitted under clause (e) of the definition of the term “Cash Equivalents”; (xv) [reserved]; (xvi) Liens that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Debt, including liens or rights of set-off arising under the general terms and conditions of banks with whom any group member maintains a banking relationship in the ordinary course of business; (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Borrowers and their Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Borrowers or their Restricted Subsidiaries in the ordinary course of business; (xvii) ground leases in respect of real property on which facilities owned or leased by Borrower or any of its Restricted Subsidiaries are located; (xviii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xix) Liens on the Collateral of the Loan Parties securing the Term Loan Debt, provided that such Liens shall be subject to the Intercreditor Agreement; (xx) other Liens which are not on Revolving Credit Priority Collateral; provided that at the time of incurrence of such Liens and the obligations secured thereby (after giving pro forma effect to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall not exceed $1,000,000; (xxi) [reserved]; (xxii) Liens on the Collateral (or a portion thereof) securing Debt Indebtedness permitted under Section 7.01(a)(xxiii6.01(h); provided that such Liens shall be subject to the Intercreditor Agreement;and (xxiiio) receipt of progress payments and advances from customers in the ordinary course case of business to the extent the same creates a Lien on the related inventory and proceeds thereof; (i) Liens on Equity Interests of any joint ventures securing capital contributions toventure or non-Wholly-Owned Subsidiary, customary encumbrances or obligations ofother restrictions contained in any shareholders agreements, such Persons and (ii) customary rights of first refusal and tag, drag and similar rights in joint venture agreements, in each case, in Organizational Documents or similar binding agreements relating to the case ownership of the foregoing clauses (i) and (ii), Equity Interest in the ordinary course of business; (xxv) Liens arising in respect of contributions required to be made by a Loan Party (including employee contributions withheld from pay) to any Canadian Pension Plan such joint venture or Canadian Statutory Plan that that are not yet due to be remitted; and (xxvi) Liens on cash and Cash Equivalents arising in connection with the defeasance, discharge or redemption of Debt for no longer than 60 days prior to such defeasance, discharge or redemption; provided, that such defeasance, discharge or redemption is permitted under this Agreement. In addition, if the Required DDTL Approving Lenders shall have consented (which consent shall not be unreasonably withheld, delayed, conditioned or denied), Administrative Borrower and its Subsidiaries may post cash collateral up to the amount so agreed by the Required DDTL Approving Lenders to secure Debt permitted pursuant to Section 7.01(a)(vi), but only to the extent such Debt is not secured by any Liens on the Collateral that are otherwise permitted under this Section 7.02non-Wholly-Owned Subsidiary.

02Liens. Parent The Borrower will not, nor and will it not permit any Borrower or any of Borrowers’ Restricted Subsidiaries Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, except: (i) Liens created under the Loan Documents; (ii) Permitted LiensEncumbrances; (iii) Liens existing on the Effective Date (other than Liens created under the Term Loan Documents or the Convertible Notes Documents)Date; provided that (x) any Lien securing Debt that is not secured by Collateral constituting Revolving Credit Priority Collateral Indebtedness or other obligations in excess of $1,000,000, and (y) any Lien securing Debt that is secured by Revolving Credit Priority Collateral, 10,000,000 individually shall only be permitted if set forth on Schedule 7.026.02, and any modifications, replacements, renewals or extensions thereof; provided that that (1A) such modified, replacement, renewal or extension Lien does not extend to any additional property other than (ai) after-acquired property that is affixed or incorporated into the property covered by such Lien and (bii) proceeds and products thereof, and and (2B) the obligations secured or benefited by such modified, replacement, renewal or extension Lien are permitted by Section 7.016.01; (iv) Liens securing Debt Indebtedness permitted under Section 7.01(a)(v6.01(a)(v) or (xxvii); provided that that (A) such Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, , (B) such Liens do not at any time encumber any property other than the property financed by such DebtIndebtedness, except for accessions to such property and the proceeds and the products thereof, and any lease of such property (including accessions thereto) and the proceeds and products thereof and and (C) with respect to Capital Lease Obligations, such Liens do not at any time extend to or cover any assets (except for accessions to or proceeds of such assets) other than the assets subject to such Capital Lease Obligations; provided further provided, further, that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (v) leases, licenses, subleases or sublicenses granted to others (whether on an exclusive or non-exclusive basis) that are entered into in the ordinary course of business or that do not (A) interfere in any material respect with the business of Parent, Administrative the Borrower and its the Restricted Subsidiaries, taken as a wholewhole or (B) secure any Indebtedness; (vi) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (vii) Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (viii) Liens Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 7.04 6.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 7.05 6.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) or ), (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 7.05 6.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such LienLien or (C) with respect to escrow deposits consisting of the proceeds of Indebtedness (and related interest and fee amounts) otherwise permitted pursuant to Section 6.01 in connection with Customary Escrow Provisions financing, and contingent on the consummation of any Investment, Disposition or Restricted Payment permitted by Section 6.04, Section 6.05 or Section 6.08; (ix) Liens on property of any Restricted Subsidiary that is not Collaterala Loan Party, which Liens secure Indebtedness of such Restricted Subsidiary or another Restricted Subsidiary that is not a Loan Party, in each case permitted under Section 6.01(a); (x) Liens granted by a Restricted Subsidiary of Administrative Borrower that is not a Loan Party in favor of any Loan Party (other than Parent)Party, Liens granted by a Restricted Subsidiary of Administrative Borrower that is not a Loan Party in favor of any Restricted Subsidiary of Parent that is not a Loan Party and Liens granted by a Loan Party (other than Parent or any Borrower) in favor of any other Loan Party; (xi) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (including by the designation of Administrative Borroweran Unrestricted Subsidiary as a Restricted Subsidiary), in each case after the Effective Date (other than Liens on the Equity Interests of any Person that becomes a Subsidiary of Administrative Borrower)date hereof; provided that that (A) such Lien was not created in contemplation of such acquisition or such Person becoming a Subsidiary of Administrative Borrower, Restricted Subsidiary, (B) such Lien does not extend to or cover any other assets or property (other than the than, with respect to such Person, any replacements of such property or assets and additions and accessions, proceeds or and products thereof and other than thereto, after-acquired property subject to a Lien securing Debt Indebtedness and other obligations incurred prior to such time and which Debt Indebtedness and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired propertyproperty of such Person, and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and and (C) the Debt Indebtedness secured thereby is permitted under Section 7.01(a)(v6.01(a)(v) or (vii); (xii) any interest or title (and all encumbrances and other matters affecting such interest or title) of a lessor, sublessor, licensor or sublicensor or secured by a lessor’s sublessor’s, licensor’s or sublicensor’s interest lessor under leases (other than leases constituting Capital Lease Obligations), subleases, licenses, cross-licenses or sublicense ) entered into by Parent, any the Borrower or any of the Restricted Subsidiary Subsidiaries and rights of a Borrower in the ordinary course of businesslandlords thereunder; (xiii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods by Parent, any the Borrower or any of the Restricted Subsidiary of a Borrower Subsidiaries in the ordinary course of business; (xiv) Liens deemed to exist in connection with Investments in repurchase agreements permitted under clause (e) of the definition of the term “Cash EquivalentsPermitted Investments”; (xv) [reserved]Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (xvi) Liens that are contractual rights of setoff setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Debt, including liens or rights of set-off arising under the general terms and conditions of banks with whom any group member maintains a banking relationship in the ordinary course of business; Indebtedness, (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Borrowers the Borrower and their the Restricted Subsidiaries or or (C) relating to purchase orders and other agreements entered into with customers of Borrowers the Borrower or their any Restricted Subsidiaries Subsidiary in the ordinary course of business; (xvii) ground leases in respect of real property on which facilities owned or leased by the Borrower or any of its the Restricted Subsidiaries are located; (xviii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xix) Liens on the Collateral (A) securing Permitted First Priority Refinancing Debt, (B) securing Permitted Second Priority Refinancing Debt, (C) securing Incremental Equivalent Debt, (D) securing Indebtedness permitted pursuant to Section 6.01(a)(xxviii); provided that (in the case of clauses (B) and (D), such Liens do not secure Consolidated First Lien Debt and the applicable holders of such Indebtedness (or a representative thereof on behalf of such holders) shall have entered into the First Lien/Second Lien Intercreditor Agreement which agreement shall provide that the Liens on the Collateral of shall rank junior to the Loan Parties Liens on the Collateral securing the Term Loan Debt, provided that such Liens shall be subject to the Intercreditor AgreementSecured Obligations; (xx) other Liens which are not on Revolving Credit Priority CollateralLiens; provided that at the time of incurrence of such Liens and the obligations secured thereby (after giving pro forma effect Pro Forma Effect to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall not exceed the greater of $1,000,000300,000,000 and 30% of Consolidated EBITDA (or, at any time prior to the Secured Notes Covenant Discharge, the greater of $150,000,000 and 15% of Consolidated EBITDA) for the Test Period then last ended; provided, further, that, at any time prior to the 2026 Notes Covenant Discharge, such Liens shall rank junior to the Lien on the Collateral securing the Secured Obligations; (xxi) [reserved]Liens on cash and Permitted Investments used to satisfy or discharge Indebtedness; provided such satisfaction or discharge is permitted hereunder (including Liens on any amounts held by a trustee under any indenture or other debt agreement issued in escrow pursuant to customary escrow arrangements pending the release thereof, or under any indenture or other debt agreement pursuant to customary discharge, redemption or defeasance provisions); (xxii) Liens on the Collateral (or a portion thereof) securing Debt permitted under Section 7.01(a)(xxiii); provided that such Liens shall be subject to the Intercreditor Agreementreceivables and related assets incurred in connection with Permitted Receivables Financings; (xxiiiA) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof;thereof and (iB) Liens on Equity Interests specific items of joint ventures inventory or other goods and proceeds of any Person securing capital contributions tosuch Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment, or obligations of, storage of such Persons and (ii) customary rights of first refusal and tag, drag and similar rights in joint venture agreements, in each case, in the case of the foregoing clauses (i) and (ii), inventory or other goods in the ordinary course of business; (xxv) Liens arising in respect of contributions required to be made by a Loan Party (including employee contributions withheld from pay) to any Canadian Pension Plan or Canadian Statutory Plan that that are not yet due to be remitted; and (xxvixxiv) Liens on cash and Cash Equivalents arising or Permitted Investments securing Swap Agreements in connection the ordinary course of business in accordance with the defeasance, discharge or redemption applicable Requirements of Debt for no longer than 60 days prior to such defeasance, discharge or redemption; provided, that such defeasance, discharge or redemption is permitted under this Agreement. In addition, if the Required DDTL Approving Lenders shall have consented (which consent shall not be unreasonably withheld, delayed, conditioned or denied), Administrative Borrower and its Subsidiaries may post cash collateral up to the amount so agreed by the Required DDTL Approving Lenders to secure Debt permitted pursuant to Section 7.01(a)(vi), but only to the extent such Debt is not secured by any Liens on the Collateral that are otherwise permitted under this Section 7.02.Law;

02Liens. Parent The Borrower will not, nor will it permit any Borrower or any of Borrowers’ Restricted Subsidiaries Subsidiary to, create, incur, assume or permit suffer to exist any Lien on upon any property of its property, assets or asset revenues, whether now owned or hereafter acquired acquired, other than the following: (a) Liens existing on the date hereof and listed on Schedule 6.02 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by itSection 6.01(b), except:(iii) the direct or any contingent obligor with respect thereto is not changed and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 6.01(b); (b) Liens for Taxes not yet due or that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (c) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; provided that to the extent such Liens secure any Indebtedness, that the aggregate amount of all such Indebtedness at any time outstanding shall not exceed $3,000,000; (d) pledges or deposits in the ordinary course of business in connection with (i) workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by XXXXX, and (ii) public utility services provided to the Borrower or a Subsidiary; (e) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (f) easements, rights-of-way, restrictions and other similar encumbrances affecting real property that, in the aggregate, are not substantial in amount, and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person, and any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of the business of the Borrower and its Subsidiaries; ​ US-DOCS\138379750.7 (g) Liens securing judgments for the payment of money not constituting an Event of Default under Section 7.01(j); (h) Liens (i) of a collecting bank arising under Section 4-210 of the UCC on items in the course of collection, and (ii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) that are customary in the banking industry; (i) Liens created under pursuant to Section 5-118 of the Loan DocumentsUCC of any state (or any comparable provision of any foreign Law) in favor of the issuer or nominated person of letters of credit permitted pursuant to Section 6.01; (iij) Permitted Liensany interest or title of a lessor, sublessor, licensor or sublicensor under leases or licenses permitted by this Agreement that are entered into in the ordinary course of business; (iii) Liens existing on the Effective Date (other than Liens created under the Term Loan Documents or the Convertible Notes Documents); provided that (x) any Lien securing Debt that is not secured by Collateral constituting Revolving Credit Priority Collateral in excess of $1,000,000, and (y) any Lien securing Debt that is secured by Revolving Credit Priority Collateral, shall only be permitted if set forth on Schedule 7.02, and any modifications, replacements, renewals or extensions thereof; provided that (1) such modified, replacement, renewal or extension Lien does not extend to any additional property other than (a) after-acquired property that is affixed or incorporated into the property covered by such Lien and (b) proceeds and products thereof, and (2) the obligations secured or benefited by such modified, replacement, renewal or extension Lien are permitted by Section 7.01; (iv) Liens securing Debt permitted under Section 7.01(a)(v); provided that (A) such Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (B) such Liens do not at any time encumber any property other than the property financed by such Debt, except for accessions to such property and the proceeds and the products thereof, and any lease of such property (including accessions thereto) and the proceeds and products thereof and (C) with respect to Capital Lease Obligations, such Liens do not at any time extend to or cover any assets (except for accessions to or proceeds of such assets) other than the assets subject to such Capital Lease Obligations; provided further that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (vk) leases, licenses, subleases or sublicenses granted to others (whether on an exclusive or non-exclusive basis) that are entered into in the ordinary course of business or that do not (i) interfere in any material respect with the ordinary conduct of the business of Parent, Administrative the Borrower and its Subsidiaries, taken as a wholeor (ii) secure any Indebtedness; (vil) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (vii) Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 7.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 7.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 7.05 in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (ix) Liens on property that is not Collateral; (x) Liens granted by a Subsidiary of Administrative Borrower that is not a Loan Party in favor of any Loan Party (other than Parent), Liens granted by a Subsidiary of Administrative Borrower that is not a Loan Party in favor of any Subsidiary of Parent that is not a Loan Party and Liens granted by a Loan Party (other than Parent or any Borrower) in favor of any other Loan Party; (xi) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Subsidiary of Administrative Borrower, in each case after the Effective Date (other than Liens on the Equity Interests of any Person that becomes a Subsidiary of Administrative Borrower); provided that (A) such Lien was not created in contemplation of such acquisition or such Person becoming a Subsidiary of Administrative Borrower, (B) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property subject to a Lien securing Debt and other obligations incurred prior to such time and which Debt and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (C) the Debt secured thereby is permitted under Section 7.01(a)(v); (xii) any interest or title (and all encumbrances and other matters affecting such interest or title) of a lessor, sublessor, licensor or sublicensor or secured by a lessor’s sublessor’s, licensor’s or sublicensor’s interest under leases (other than leases constituting Capital Lease Obligations), subleases, licenses, cross-licenses or sublicense entered into by Parent, any Borrower or any Restricted Subsidiary of a Borrower goods in the ordinary course of business; (xiiim) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods by Parent, securing Indebtedness and other obligations in an aggregate amount not exceed $250,000 at any Borrower or any Restricted Subsidiary of a Borrower in the ordinary course of businesstime outstanding; (xivn) Liens deemed to exist in connection with Investments in repurchase agreements permitted under clause (e) of the definition of the term “Cash Equivalents”; (xv) [reserved]; (xvi) Liens that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Debt, including liens or rights of set-off arising under the general terms and conditions of banks with whom any group member maintains a banking relationship in the ordinary course of business; (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Borrowers and their Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Borrowers or their Restricted Subsidiaries in the ordinary course of business; (xvii) ground leases in respect of real property on which facilities owned or leased by Borrower or any of its Restricted Subsidiaries are located; (xviii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xix) Liens on the Collateral of the Loan Parties securing the Term Loan Debt, provided that such Liens shall be subject to the Intercreditor Agreement; (xx) other Liens which are not on Revolving Credit Priority Collateral; provided that at the time of incurrence of such Liens and the obligations secured thereby (after giving pro forma effect to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall not exceed $1,000,000; (xxi) [reserved]; (xxii) Liens on the Collateral (or a portion thereof) securing Debt Indebtedness permitted under Section 7.01(a)(xxiii6.01(h); provided that such Liens shall be subject to the Intercreditor Agreement;and (xxiiio) receipt of progress payments and advances from customers in the ordinary course case of business to the extent the same creates a Lien on the related inventory and proceeds thereof; (i) Liens on Equity Interests of any joint ventures securing capital contributions toventure or non-Wholly-Owned Subsidiary, customary encumbrances or obligations ofother restrictions contained in any shareholders agreements, such Persons and (ii) customary rights of first refusal and tag, drag and similar rights in joint venture agreements, in each case, in Organizational Documents or similar binding agreements relating to the case ownership of the foregoing clauses (i) and (ii), Equity Interest in the ordinary course of business; (xxv) Liens arising in respect of contributions required to be made by a Loan Party (including employee contributions withheld from pay) to any Canadian Pension Plan such joint venture or Canadian Statutory Plan that that are not yet due to be remitted; and (xxvi) Liens on cash and Cash Equivalents arising in connection with the defeasance, discharge or redemption of Debt for no longer than 60 days prior to such defeasance, discharge or redemption; provided, that such defeasance, discharge or redemption is permitted under this Agreement. In addition, if the Required DDTL Approving Lenders shall have consented (which consent shall not be unreasonably withheld, delayed, conditioned or denied), Administrative Borrower and its Subsidiaries may post cash collateral up to the amount so agreed by the Required DDTL Approving Lenders to secure Debt permitted pursuant to Section 7.01(a)(vi), but only to the extent such Debt is not secured by any Liens on the Collateral that are otherwise permitted under this Section 7.02non-Wholly-Owned Subsidiary.

02Liens. Parent Such Obligor will not, nor and will it not permit any Borrower or any of Borrowers’ Restricted its Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or asset now owned by it or hereafter acquired by itsuch Subsidiary, except: (ia) Liens created under securing the Loan DocumentsObligations; (b) any Lien on any property or asset of such Obligor or any of its Subsidiaries existing on the date hereof and set forth on Schedule 7.13(b) and renewals and extensions thereof in connection with Permitted Refinancings of the Indebtedness being secured by such Lien; provided that (i) no such Lien (including any renewal or extension thereof) shall extend to any other property or asset of such Obligor or any of its Subsidiaries and (ii) any such Lien shall secure only those obligations which it secures on the date hereof and renewals, extensions and replacements thereof in connection with Permitted LiensRefinancings of the Indebtedness being secured by such Lien that do not increase the outstanding principal amount thereof (other than by an amount equal to unpaid interest and premiums thereon, including tender premium, and any customary underwriting discounts, fees, commissions and expenses associated with such extension, renewal or replacement); (iiic) Liens existing on the Effective Date (other than Liens created securing Indebtedness permitted under the Term Loan Documents or the Convertible Notes DocumentsSection 9.01(j); provided that such Liens are restricted solely to the collateral described in Section 9.01(j); (x) Xxxxx imposed by any Lien securing Debt that is Law arising in the ordinary course of business, including (but not secured by Collateral constituting Revolving Credit Priority Collateral in excess of $1,000,000limited to) carriers’, warehousemen’s, landlords’, and mechanics’ liens, liens relating to leasehold improvements and other similar Liens arising in the ordinary course of business and which (x) do not in the aggregate materially detract from the value of the property subject thereto ​ or materially impair the use thereof in the operations of the business of such Person or (y) any Lien securing Debt that is secured are being contested in good faith by Revolving Credit Priority Collateralappropriate proceedings, shall only be permitted if set forth on Schedule 7.02, and any modifications, replacements, renewals which proceedings have the effect of preventing the forfeiture or extensions thereof; provided that (1) such modified, replacement, renewal or extension Lien does not extend to any additional property other than (a) after-acquired property that is affixed or incorporated into the property covered by such Lien and (b) proceeds and products thereof, and (2) the obligations secured or benefited by such modified, replacement, renewal or extension Lien are permitted by Section 7.01; (iv) Liens securing Debt permitted under Section 7.01(a)(v); provided that (A) such Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicable) sale of the property subject to such LiensLiens and for which adequate reserves have been made if required in accordance with GAAP; (e) pledges or deposits made in the Ordinary Course in connection with bids, contract leases, appeal bonds, workers’ compensation, unemployment insurance or other similar social security legislation; (Bf) Liens securing Taxes, assessments and other governmental charges, the payment of which is not past due or is being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and for which such reserve or other appropriate provisions, if any, as shall be required by GAAP shall have been made; (g) servitudes, easements, rights of way, restrictions and other similar encumbrances on real property imposed by any Law and Liens consisting of zoning or building restrictions, easements, licenses, restrictions on the use of real property or minor imperfections in title thereto which, in the aggregate, are not material, and which do not at in any time encumber any property other than case materially detract from the value of the property financed by such Debt, except for accessions to such property and subject thereto or interfere with the proceeds and ordinary conduct of the products thereof, and business of any lease of such property the Obligors or any of their Subsidiaries; and (including accessions thereto) and the proceeds and products thereof and (Ch) with respect to Capital Lease Obligationsany real property, (i) such Liens defects or encroachments as might be revealed by an up-to-date survey of such real property; (ii) the reservations, limitations, provisos and conditions expressed in the original grant, deed or patent of such property by the original owner of such real property pursuant to all applicable Laws; and (iii) rights of expropriation, access or user or any similar right conferred or reserved by or in any Law, which, in the aggregate for clauses (i), (ii) and (iii), are not material, and which do not at in any time extend to case materially detract from the value of the property subject thereto or cover interfere with the ordinary conduct of the business of any assets (except for accessions to of the Obligors or proceeds of such assets) other than the assets subject to such Capital Lease Obligations; provided further that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lenderits Subsidiaries; (vi) leasesBankers liens, licensesrights of setoff and similar Liens incurred on deposits or other assets credited to any deposit or securities account made in the Ordinary Course; (j) Liens securing Indebtedness permitted under Section 9.01(l); provided that (i) such Lien is not created in contemplation of or in connection with such Permitted Acquisition pursuant to which such Indebtedness was assumed, subleases (ii) such Lien shall not apply to any other property or sublicenses granted assets of the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations that it secured immediately prior to others the consummation of such Permitted Acquisition and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (whether on k) Liens securing Indebtedness permitted under Sections 9.01(q), (r), (s) and (t). (l) Any judgment lien or lien arising from decrees or attachments not constituting an exclusive or non-exclusive basisEvent of Default; (m) that are Liens arising from precautionary UCC financing statement filings regarding operating leases of personal property and consignment arrangements entered into in the ordinary course of business or that do not interfere Ordinary Course in any material respect with the business of Parent, Administrative Borrower and its Subsidiaries, taken as a wholean Arm’s Length Transaction; (vin) other Liens which secure obligations in an aggregate amount not to exceed $5,000,000 (or the Equivalent Amount in other currencies) at any time outstanding; (o) To the extent permitted by the definition of Revenue Interest Financing, Liens securing Indebtedness permitted under clause (n) of Section 9.01 and which are subject to a Permitted Intercreditor Agreement; (p) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goodsgoods and incurred in the ordinary course of business; (viiq) Permitted Licenses; (r) Liens on cash and Cash Equivalents securing obligation under Permitted Hedging Agreements; (As) (i) Liens to secure payment of workers’ compensation, employment insurance, old age pensions, social security and other like obligations incurred in the ordinary course of business (other than Liens imposed by XXXXX) and (ii) deposits in respect of letters of credit, bank guarantees or similar instruments issued for the account of any Obligor or any Subsidiary in the Ordinary Course supporting obligations of the type set forth in clause (i) above; (t) to the extent constituting a Lien, customary cash escrow arrangements securing indemnification obligations associated with a Permitted Acquisition or any other Investment permitted under Section 9.05 not to exceed $5,000,000 in the aggregate; (u) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industrycollection; (viiiv) Liens (A) on cash advances or escrow deposits in favor of sellers of goods to the Borrower and any of its Subsidiaries arising under Article 2 of the seller Uniform Commercial Code or similar provisions of any property to be acquired in an Investment permitted pursuant to Section 7.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 7.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 7.05 in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (ix) Liens on property that is not Collateral; (x) Liens granted by a Subsidiary of Administrative Borrower that is not a Loan Party in favor of any Loan Party (other than Parent), Liens granted by a Subsidiary of Administrative Borrower that is not a Loan Party in favor of any Subsidiary of Parent that is not a Loan Party and Liens granted by a Loan Party (other than Parent or any Borrower) in favor of any other Loan Party; (xi) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Subsidiary of Administrative Borrower, in each case after the Effective Date (other than Liens on the Equity Interests of any Person that becomes a Subsidiary of Administrative Borrower); provided that (A) such Lien was not created in contemplation of such acquisition or such Person becoming a Subsidiary of Administrative Borrower, (B) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property subject to a Lien securing Debt and other obligations incurred prior to such time and which Debt and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (C) the Debt secured thereby is permitted under Section 7.01(a)(v); (xii) any interest or title (and all encumbrances and other matters affecting such interest or title) of a lessor, sublessor, licensor or sublicensor or secured by a lessor’s sublessor’s, licensor’s or sublicensor’s interest under leases (other than leases constituting Capital Lease Obligations), subleases, licenses, cross-licenses or sublicense entered into by Parent, any Borrower or any Restricted Subsidiary of a Borrower applicable law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses; (xiiiw) Liens rights of first refusal, voting, redemption, transfer or other restrictions (including call provisions and buy-sell provisions) with respect to the Equity Interests of any Joint Venture or other Persons that are not Subsidiaries; and (x) any Lien arising out of under conditional sale, title retention, consignment or similar arrangements for the sale or purchase of goods by Parent, any Borrower or any Restricted Subsidiary of a Borrower in the ordinary course of business; (xiv) Liens deemed to exist in connection with Investments in repurchase agreements permitted under clause (e) of the definition of the term “Cash Equivalents”; (xv) [reserved]; (xvi) Liens that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Debt, including liens or rights of set-off arising under the general terms and conditions of banks with whom any group member maintains a banking relationship in the ordinary course of business; (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Borrowers and their Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Borrowers or their Restricted Subsidiaries in the ordinary course of business; (xvii) ground leases in respect of real property on which facilities owned or leased by Borrower or any of its Restricted Subsidiaries are located; (xviii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xix) Liens on the Collateral of the Loan Parties securing the Term Loan Debt, provided that such Liens shall be subject to the Intercreditor Agreement; (xx) other Liens which are not on Revolving Credit Priority Collateral; provided that at the time of incurrence of such Liens and the obligations secured thereby (after giving pro forma effect to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall not exceed $1,000,000; (xxi) [reserved]; (xxii) Liens on the Collateral (or a portion thereof) securing Debt permitted under Section 7.01(a)(xxiii)Ordinary Course; provided that such Liens shall be Lien attaches only to the goods subject to the Intercreditor Agreement; (xxiii) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a such sale, title retention, consignment or similar arrangement. ​ ​ provided that no Lien on the related inventory and proceeds thereof; (i) Liens on Equity Interests of joint ventures securing capital contributions to, or obligations of, such Persons and (ii) customary rights of first refusal and tag, drag and similar rights in joint venture agreements, in each case, in the case otherwise permitted under any of the foregoing clauses (ic), (d), (e), (g) through (k), (m), (n), (p) and (ii), in the ordinary course r) through (x) of business; (xxv) Liens arising in respect of contributions required to be made by a Loan Party (including employee contributions withheld from pay) this Section 9.02 shall apply to any Canadian Pension Plan or Canadian Statutory Plan that that are not yet due to be remitted; and (xxvi) Liens on cash and Cash Equivalents arising in connection with the defeasance, discharge or redemption of Debt for no longer than 60 days prior to such defeasance, discharge or redemption; provided, that such defeasance, discharge or redemption is permitted under this Agreement. In addition, if the Required DDTL Approving Lenders shall have consented (which consent shall not be unreasonably withheld, delayed, conditioned or denied), Administrative Borrower and its Subsidiaries may post cash collateral up to the amount so agreed by the Required DDTL Approving Lenders to secure Debt permitted pursuant to Section 7.01(a)(vi), but only to the extent such Debt is not secured by any Liens on the Collateral that are otherwise permitted under this Section 7.02Material Intellectual Property.

02Liens. Parent will not, nor will it permit any Borrower or any of Borrowers’ Restricted Subsidiaries to, createCreate, incur, assume or permit to exist any Lien that secures obligations under any Indebtedness on any property or asset now assets at the time owned or hereafter acquired by it, except:except the following (collectively, “Permitted Liens”): (i1) Liens created under securing Indebtedness incurred in accordance with the Loan Documentsfirst paragraph of Sections 6.01; provided that, (a) in the case of Indebtedness incurred in accordance with Section 6.01(x), the applicable Liens are subject to the Junior Lien Intercreditor Agreement and (b) in the case of Indebtedness incurred in accordance with Section 6.01(y), the applicable Liens are subject to the Pari Passu Intercreditor Agreement; (ii2) Liens securing Indebtedness existing on the Closing Date; provided that such Liens only secure the obligations that they secure on the Closing Date (and any Permitted LiensRefinancing Indebtedness in respect of such obligations permitted by Section 6.01) and do not apply to any other property or assets of any Borrower or any Restricted Subsidiary other than replacements, additions, accessions and improvements thereto; (iii3) Liens existing on the Effective Date (other than Liens created under the Term Loan Documents or the Convertible Notes Documentssecuring Indebtedness incurred in accordance with Section 6.01(5); provided that such Liens only extend to the assets financed with such Indebtedness (x) any Lien securing Debt that is not secured by Collateral constituting Revolving Credit Priority Collateral in excess of $1,000,000, and (y) any Lien securing Debt that is secured by Revolving Credit Priority Collateral, shall only be permitted if set forth on Schedule 7.02, and any modifications, replacements, renewals or extensions thereofadditions, accessions and improvements thereto); (4) Liens on accounts receivable and related assets of the type specified in the definition of Qualified Receivables Financing securing Indebtedness incurred in accordance with Section 6.01(18); (5) Liens on assets of Foreign Subsidiaries securing Indebtedness incurred in accordance with Section 6.01(22); (6) Liens securing Permitted Refinancing Indebtedness incurred in accordance with Section 6.01(25); provided that the Liens securing such Permitted Refinancing Indebtedness are limited to all or part of the same property that secured (1or, under the written arrangements under which the original Lien arose, could secure) such modifiedthe original Lien (plus any replacements, replacementadditions, renewal or extension Lien does not extend to any additional property other than accessions and improvements thereto); (a) after-acquired Liens on property that is affixed or incorporated into Equity Interests of a Person at the property covered by time such Lien Person becomes a Restricted Subsidiary if such Liens were not created in connection with, or in contemplation of, such other Person becoming a Restricted Subsidiary and (b) proceeds Liens on property at the time any Borrower or a Restricted Subsidiary acquired such property, including any acquisition by means of a merger or consolidation with or into any Borrower or any of the Restricted Subsidiaries, if such Liens were not created in connection with, or in contemplation of, such acquisition; (8) Liens on property or assets of any Restricted Subsidiary that is not a Loan Party; (9) Liens for Taxes, assessments or other governmental charges or levies not yet delinquent or that are being contested in compliance with Section 5.03; (10) Liens disclosed by the title insurance policies delivered on or subsequent to the Closing Date and products thereofany replacement, extension or renewal of any such Liens (so long as the Indebtedness and (2) the other ​ obligations secured or benefited by such modified, replacement, extension or renewal or extension Lien Liens are permitted by Section 7.01; (iv) Liens securing Debt permitted under Section 7.01(a)(vthis Agreement); provided that (A) such Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction extension or improvement (as applicable) of the property subject to such Liens, (B) such renewal Liens do not at any time encumber cover any property other than the property financed by such Debt, except for accessions to such property and the proceeds and the products thereof, and any lease of such property (including accessions thereto) and the proceeds and products thereof and (C) with respect to Capital Lease Obligations, such Liens do not at any time extend to or cover any assets (except for accessions to or proceeds of such assets) other than the assets that was subject to such Capital Lease Obligations; provided further that individual financings of equipment provided by one lender may be cross collateralized Liens prior to other financings of equipment provided by such lenderreplacement, extension or renewal; (v11) leasesLiens securing judgments that do not constitute an Event of Default under Section 8.01(10) and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and in respect of which Holdings, licensesany Borrower or any affected Restricted Subsidiary has set aside on its books reserves in accordance with GAAP with respect thereto; (12) Liens imposed by law, subleases including landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, construction or sublicenses granted to others (whether on an exclusive or non-exclusive basis) that are entered into other like Liens arising in the ordinary course of business securing obligations that are not overdue by more than 30 days or that are being contested in good faith by appropriate proceedings and in respect of which, if applicable, a Borrower or a Restricted Subsidiary has set aside on its books reserves in accordance with GAAP; (a) pledges and deposits and other Liens made in the ordinary course of business in compliance with the Federal Employers Liability Act or any other workers’ compensation, unemployment insurance and other similar laws or regulations and deposits securing liability to insurance carriers under insurance or self-insurance arrangements in respect of such obligations and (b) pledges and deposits and other Liens securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to any Borrower or any Restricted Subsidiary; (14) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance and return of money bonds, bids, leases, government contracts, trade contracts, agreements with utilities, and other obligations of a like nature (including letters of credit in lieu of any such bonds or to support the issuance thereof) incurred by any Borrower or any Restricted Subsidiary in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business; (15) survey exceptions and such matters as an accurate survey would disclose, easements, trackage rights, leases (other than Capital Lease Obligations), licenses, special assessments, rights of way, covenants, conditions, restrictions and declarations on or with respect to the use of Real Property, servicing agreements, development agreements, site plan agreements and other similar encumbrances incurred in the ordinary course of business and title defects or irregularities in each case that are of a minor nature and that, in the aggregate, do not interfere in any material respect with the ordinary conduct of the business of any Borrower or any Restricted Subsidiary; (16) any interest or title of a lessor or sublessor under any leases or subleases entered into by any Borrower or any Restricted Subsidiary in the ordinary course of business; (17) Liens that are contractual rights of set-off (a) relating to pooled deposit or sweep accounts of any Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of any Borrower or any Restricted Subsidiary or (b) relating to purchase orders and other agreements entered into with customers of any Borrower or any Restricted Subsidiary in the ordinary course of business; (18) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights; (19) leases or subleases, licenses or sublicenses (including with respect to intellectual property and software) granted to others in the ordinary course of business that do not interfere in any material respect with the business of Parent, Administrative any Borrower and its the Restricted Subsidiaries, taken as a whole; (vi20) Liens solely on any xxxx xxxxxxx money deposits made by any Borrower or any Restricted Subsidiary in connection with any letter of intent or other agreement in respect of any Permitted Investment; (21) the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of business; (22) Liens arising from precautionary Uniform Commercial Code financing statements; (23) Liens on Equity Interests of any joint venture (a) securing obligations of such joint venture or (b) pursuant to the relevant joint venture agreement or arrangement; (24) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (vii25) Liens on securities that are the subject of repurchase agreements constituting Cash Equivalents under clause (A4) of the definition thereof; (26) Liens securing insurance premium financing arrangements; (27) Liens on vehicles or equipment of any Borrower or any of the Restricted Subsidiaries granted in the ordinary course of business; (28) Liens on property or assets used to defease or to satisfy and discharge Indebtedness; provided that such defeasance or satisfaction and discharge is not prohibited by this Agreement; (29) Liens: (a) of a collection bank arising under Section 4-210 of the Uniform Commercial Code Code, or any comparable or successor provision, on items in the course of collection and collection; (Bb) attaching to pooling, commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business; or (c) in favor of a banking institution or other financial institutions or entities, or electronic payment service providers, arising as a matter of law encumbering deposits (including the right of setoffset-off) and that which are within the general parameters customary in the banking or finance industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 7.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 7.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 7.05 in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (ix30) Liens on property that is not Collateral; (x) Liens granted by a Subsidiary specific items of Administrative Borrower that is not a Loan Party in favor of any Loan Party (inventory or other than Parent), Liens granted by a Subsidiary of Administrative Borrower that is not a Loan Party in favor of any Subsidiary of Parent that is not a Loan Party goods and Liens granted by a Loan Party (other than Parent or any Borrower) in favor of any other Loan Party; (xi) Liens existing on property at the time of its acquisition or existing on the property proceeds of any Person at the time securing such Person becomes a Subsidiary Person’s obligations in respect of Administrative Borrower, in each case after the Effective Date (other than Liens on the Equity Interests bankers’ acceptances or letters of any Person that becomes a Subsidiary of Administrative Borrower); provided that (A) such Lien was not created in contemplation of such acquisition or such Person becoming a Subsidiary of Administrative Borrower, (B) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property subject to a Lien securing Debt and other obligations incurred prior to such time and which Debt and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (C) the Debt secured thereby is permitted under Section 7.01(a)(v); (xii) any interest or title (and all encumbrances and other matters affecting such interest or title) of a lessor, sublessor, licensor or sublicensor or secured by a lessor’s sublessor’s, licensor’s or sublicensor’s interest under leases (other than leases constituting Capital Lease Obligations), subleases, licenses, cross-licenses or sublicense credit entered into by Parent, any Borrower or any Restricted Subsidiary of a Borrower in the ordinary course of businessbusiness issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; (xiii31) Liens arising out to secure Indebtedness that ranks pari passu with the Obligations (which shall include any split collateral arrangement) if the First Lien Net Leverage Ratio as of conditional sale, title retention, consignment the date on which such Liens ​ are first created is less than or similar arrangements for sale equal to 4.00 to 1.00; provided that a Debt Representative acting on behalf of the holders of such Indebtedness will become party to or purchase of goods by Parent, any Borrower or any Restricted Subsidiary otherwise subject to the provisions of a Borrower in the ordinary course of businessPari Passu Intercreditor Agreement; (xiv32) Liens deemed that rank junior to exist the Liens securing both the Obligations and the Term Loan Obligations, if the Total Net Leverage Ratio as of the date on which such Liens are first created is less than or equal to 5.25 to 1.00; provided that a Debt Representative acting on behalf of the holders of such Indebtedness will become party to or otherwise subject to the provisions of a Junior Lien Intercreditor Agreement; (33) Liens securing additional obligations in an aggregate outstanding principal amount not to exceed the greater of (a) $100.0 million and (b) the Comparable Percentage of Consolidated Total Assets as of the date such Liens are first created; provided that any such Lien on all or substantially all of the Collateral that is intended to be (x) pari passu to the Liens securing the Term Loan Obligations and the Term Loan Obligations shall be subject to the Pari Passu Intercreditor Agreement or (y) junior to the Liens securing the Obligations and the Term Loan Obligations shall be subject to a Junior Lien Intercreditor Agreement or, in each case, another intercreditor agreement or lien subordination agreement reasonably satisfactory to the Administrative Agent; (34) Liens securing obligations in connection with Investments the Specified Hedge Agreements and Cash Management Obligations, which amounts are secured under the Loan Documents or secured under the Term Loan Documents, if subject to the Pari Passu Intercreditor Agreement or other intercreditor agreement(s) substantially consistent with and no less favorable to the Lenders in repurchase agreements permitted under clause (e) any material respect than the Pari Passu Intercreditor Agreement as determined in good faith by a Responsible Officer of the definition of the term “Cash Equivalents”any Borrower; (xv35) Liens securing Indebtedness incurred in accordance with Section 6.01(13) solely encumbering the assets that are subject of such Indebtedness; (36) [reserved]; (xvi) Liens that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Debt, including liens or rights of set-off arising under the general terms and conditions of banks with whom any group member maintains a banking relationship in the ordinary course of business; (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Borrowers and their Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Borrowers or their Restricted Subsidiaries in the ordinary course of business; (xvii) ground leases in respect of real property on which facilities owned or leased by Borrower or any of its Restricted Subsidiaries are located; (xviii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xix) Liens on the Collateral of the Loan Parties securing the Term Loan Debt, provided that such Liens shall be subject to the Intercreditor Agreement; (xx) other Liens which are not on Revolving Credit Priority Collateral; provided that at the time of incurrence of such Liens and the obligations secured thereby (after giving pro forma effect to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall not exceed $1,000,000; (xxi37) [reserved]; (xxii38) [reserved]; (39) [reserved]; (40) Liens on the Collateral assets of a Special Purpose Finance Subsidiary to secure Indebtedness incurred by such Special Purpose Finance Subsidiary; and (or a portion thereof41) Liens securing Debt permitted under Indebtedness incurred in accordance with Section 7.01(a)(xxiii6.01(33); provided that such Liens shall be are subject to an intercreditor agreement containing terms that are at least as favorable to the Secured Parties as those contained in the Pari Passu Intercreditor Agreement; . For purposes of this Section 6.02, Indebtedness will not be considered incurred under a subsection or clause of Section 6.01 if it is later reclassified as outstanding under another subsection or clause of Section 6.01 (xxiii) receipt of progress payments in which event, and advances from customers at which time, same will be deemed incurred under the subsection or clause to which reclassified). Notwithstanding anything in Section 6.02 to the ordinary course of business contrary, to the extent the same creates a Lien on the related inventory and proceeds thereof; (i) any Liens on Equity Interests of joint ventures securing capital contributions to, or obligations of, such Persons and (ii) customary rights of first refusal and tag, drag and similar rights in joint venture agreements, in each case, in the case of the foregoing clauses (i) and (ii), in the ordinary course of business; (xxv) Liens arising in respect of contributions required are permitted to be made by a Loan Party (including employee contributions withheld from pay) granted on ABL Priority Collateral to any Canadian Pension Plan or Canadian Statutory Plan that that are not yet due to be remitted; and (xxvi) Liens on cash and Cash Equivalents arising in connection with the defeasance, discharge or redemption of Debt secure Indebtedness for no longer than 60 days prior to such defeasance, discharge or redemption; provided, that such defeasance, discharge or redemption is borrowed money permitted under this Agreement. In addition, if Agreement (other than the Required DDTL Approving Lenders shall have consented (which consent shall not be unreasonably withheld, delayed, conditioned or deniedObligations), Administrative Borrower and its Subsidiaries may post cash collateral up such Liens shall be subordinated to the amount so agreed by Liens on ABL Priority Collateral securing the Required DDTL Approving Lenders to secure Debt permitted Obligations pursuant to Section 7.01(a)(vi)the Pari Passu Intercreditor Agreement, but only the Junior ​ Lien Intercreditor Agreement or another intercreditor or subordination agreement reasonably acceptable to the extent such Debt is not secured by any Liens on the Collateral that are otherwise permitted under this Section 7.02Administrative Agent.

02Liens. Parent The Borrower will not, nor will it permit any Borrower or any of Borrowers’ Restricted Subsidiaries Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, except: (ia) Liens created under the pursuant to any Loan DocumentsDocument including with respect to any obligation to provide cash collateral in respect thereof; (iib) Permitted LiensEncumbrances; (iiic) Liens any Lien on any property or asset of the Borrower or any Subsidiary existing on the Effective Date (other than Liens created under the Term Loan Documents or the Convertible Notes Documents); provided that (x) any Lien securing Debt that is not secured by Collateral constituting Revolving Credit Priority Collateral in excess of $1,000,000, and (y) any Lien securing Debt that is secured by Revolving Credit Priority Collateral, shall only be permitted if set forth on in Schedule 7.02, 6.02 and any amendments, modifications, replacementsextensions, renewals or extensions renewals, refinancings and replacements thereof; provided that (1i) such modified, replacement, renewal or extension Lien does shall not extend apply to any additional other property or asset of the Borrower or any Subsidiary other than improvements thereon and proceeds from the disposition of such property or asset and (aii) the amount secured or benefited thereby is not increased (other than as permitted by Section 6.01) and amendments, modifications, extensions, refinancings, renewals and replacements thereof that do not increase the outstanding principal amount thereof (other than as permitted by Section 6.01); (d) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the Effective Date prior to the time such Person becomes a Subsidiary and any amendments, modifications, extensions, renewals and replacements thereof; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary (other than the proceeds or products thereof and other than after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that is affixed or incorporated into the property covered by require, pursuant to their terms at such time, a pledge of after- acquired property) and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and amendments, modifications, extensions, refinancings, renewals and replacements thereof that do not increase the outstanding principal amount thereof (other than as permitted by Section 6.01); (e) Liens on fixed or capital assets (including capital leases) acquired (including as a replacement), constructed, repaired, leased or improved by the Borrower or any Subsidiary; provided that (i) such Liens secure Indebtedness or Capital Lease Obligations permitted by clause (e) of Section 6.01, (ii) such Liens and the Indebtedness secured thereby are incurred prior to or within 180 days after such acquisition or lease or the completion of such construction, replacement, repair or improvement (other than with respect to amendments, modifications, extensions, refinancings, renewals and replacements thereof) and (biii) proceeds such Liens shall not apply to any other property or assets of the Borrower or any Subsidiary other than improvements thereon, replacements and products thereof, additions and (2) accessions thereto or proceeds from the obligations secured or benefited by such modified, replacement, renewal or extension Lien are permitted by Section 7.01; (iv) Liens securing Debt permitted under Section 7.01(a)(v); provided that (A) such Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (B) such Liens do not at any time encumber any property other than the property financed by such Debt, except for accessions to such property and the proceeds and the products thereof, and any lease disposition of such property (including accessions thereto) or assets and the proceeds and products thereof and (C) with respect to Capital Lease Obligations, such Liens do not at any time extend to or cover any assets (except for accessions to or proceeds of such assets) other than the assets subject to such Capital Lease Obligationscustomary security deposits; provided further that individual financings of equipment provided by one lender (or a syndicate of lenders) may be cross cross-collateralized to other financings of equipment provided by such lenderlender (or syndicate); (vf) leasesLiens granted by a Subsidiary that is not a Loan Party in favor of the Borrower or another Loan Party in respect of Indebtedness owed by such Subsidiary to the Borrower or such other Loan Party; (g) Liens arising out of any conditional sale, licensestitle retention, subleases consignment or sublicenses granted to others (whether on an exclusive or non-exclusive basis) that are other similar arrangements for the sale of goods entered into in by the Borrower or any of its Subsidiaries the ordinary course of business or that do not interfere in any material respect with the business of Parent, Administrative Borrower and its Subsidiaries, taken as a wholebusiness; (vih) Liens securing Indebtedness permitted hereunder to finance insurance premiums solely to the extent of such premiums; (i) statutory and common law rights of setoff and other Liens, similar rights and remedies arising as a matter of law encumbering deposits of cash, securities, commodities and other funds in favor of banks, financial institutions, other depository institutions, securities or commodities intermediaries or brokerage, and Liens of a collecting bank arising under Section 4-208 or 4-210 of the UCC in effect in the relevant jurisdiction or any similar law of any foreign jurisdiction on items in the course of collection; (j) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (vii) Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 7.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 7.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 7.05 in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (ix) Liens on property that is not Collateral; (x) Liens granted by a Subsidiary of Administrative Borrower that is not a Loan Party in favor of any Loan Party (other than Parent), Liens granted by a Subsidiary of Administrative Borrower that is not a Loan Party in favor of any Subsidiary of Parent that is not a Loan Party and Liens granted by a Loan Party (other than Parent or any Borrower) in favor of any other Loan Party; (xi) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Subsidiary of Administrative Borrower, in each case after the Effective Date (other than Liens on the Equity Interests of any Person that becomes a Subsidiary of Administrative Borrower); provided that (A) such Lien was not created in contemplation of such acquisition or such Person becoming a Subsidiary of Administrative Borrower, (B) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property subject to a Lien securing Debt and other obligations incurred prior to such time and which Debt and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (C) the Debt secured thereby is permitted under Section 7.01(a)(v); (xii) any interest or title (and all encumbrances and other matters affecting such interest or title) of a lessor, sublessor, licensor or sublicensor or secured by a lessor’s sublessor’s, licensor’s or sublicensor’s interest under leases (other than leases constituting Capital Lease Obligations), subleases, licenses, cross-licenses or sublicense entered into by Parent, any Borrower or any Restricted Subsidiary of a Borrower goods in the ordinary course of business; (xiiik) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods on any xxxx xxxxxxx money deposits made by Parent, any the Borrower or any Restricted Subsidiary of its Subsidiaries in connection with any Acquisition permitted by this Agreement, including, without limitation, in connection with any letter of intent or purchase agreement relating thereto; (l) in connection with the sale or transfer of any assets in a Borrower transaction permitted under Section 6.03, customary rights and restrictions contained in agreements relating to such sale or transfer pending the completion thereof; (m) Liens in the nature of the right of setoff in favor of counterparties to contractual agreements with the Loan Parties (i) in the ordinary course of businessbusiness or (ii) otherwise permitted hereunder other than in connection with Indebtedness; (xivn) Liens deemed to exist in connection with Investments in repurchase agreements dispositions and other sales of assets permitted under Section 6.04 (other than Section 6.04(i)); (o) to the extent constituting a Lien, Liens with respect to repurchase obligations of the type described in clause (ed) of the definition of the term “Cash Equivalents”; (xvp) [reserved]Liens (i) in favor of a credit card or debit card processor arising in the ordinary course of business under any processor agreement and relating solely to the amounts paid or payable thereunder, or (ii) customary deposits on reserve held by such credit card or debit card processor; (xviq) Liens that are contractual rights of setoff set-off (Ai) relating to the establishment of depository depositary relations with banks or other financial institutions not given in connection with the incurrence issuance of DebtIndebtedness, including liens or rights of set-off arising under the general terms and conditions of banks with whom any group member maintains a banking relationship in the ordinary course of business; (Bii) relating to pooled deposit or sweep accounts of any Loan Party or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Borrowers the any such Loan Party or Subsidiary; (r) Liens of sellers of goods to any Loan Party and any of their Restricted respective Subsidiaries arising under Article 2 of the UCC or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses; (Cs) relating Liens on the Collateral securing Permitted Junior Lien Indebtedness; (t) Liens on Receivables Purchase Assets existing or deemed to purchase orders exist in connection with any Receivables Purchase Transaction; (u) Liens on assets of the Borrower and its Subsidiaries not otherwise permitted above so long as the aggregate outstanding principal amount of the Indebtedness and other agreements obligations subject to such Liens does not at any time outstanding exceed the greater of $62,500,000 and 25.0% of Consolidated EBITDA for the most recently ended Test Period; (v) any Permitted License; (w) Liens on specific items of inventory or other goods and proceeds of the Borrower or a Subsidiary securing such Person’s obligations in respect of bankers’ acceptances or letters of credit entered into with customers in the ordinary course of Borrowers business issued or their Restricted created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; (x) Liens arising from, or from UCC financing statement filings regarding, operating leases or consignments entered into by the Borrower or its Subsidiaries in the ordinary course of business; (xviiy) ground leases deposits made or other security provided in the ordinary course of business to secure liability to insurance carriers or under self-insurance arrangements in respect of real property on which facilities owned or leased by Borrower or any of its Restricted Subsidiaries are locatedsuch obligations; (xviiiz) Liens (i) of a collection bank arising under Section 4-210 of the UCC, or any comparable or successor provision, on items in the course of collection; (ii) attaching to pooling, commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business; and (iii) in favor of banking or other financial institutions or entities, or electronic payment service providers, arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking or finance industry; (aa) any Liens with respect to Equity Interests of any joint venture, co-promotion agreement or similar arrangement pursuant to any joint venture, co-promotion or similar agreement; (bb) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xixcc) Liens on the Collateral of the Loan Parties securing the Term Loan Debt, provided any real property that such Liens shall be subject to the Intercreditor Agreementconstitutes Excluded Real Property and any condemnation or eminent domain proceedings affecting any real property; (xxdd) other Liens which are not listed as exceptions on Revolving Credit Priority Collateral; provided that at the time of incurrence of such Liens and the obligations secured thereby (after giving pro forma effect to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall not exceed $1,000,000mortgage insurance policy; (xxiee) [reserved]; (xxiiff) Liens on the Collateral (or a portion thereof) securing Debt permitted under Section 7.01(a)(xxiii); provided that such Liens shall be subject to the Intercreditor Agreementcash deposits for obligations of landlord and sublandlords; (xxiiigg) receipt Liens on assets of progress payments and advances from customers in the ordinary course of business Foreign Subsidiaries or Subsidiaries that are not Loan Parties securing Indebtedness permitted pursuant to the extent the same creates a Lien on the related inventory and proceeds thereof; clause (i) Liens on Equity Interests of joint ventures securing capital contributions to, or obligations of, such Persons and (ii) customary rights of first refusal and tag, drag and similar rights in joint venture agreements, in each case, in the case of the foregoing clauses (i) and (ii), in the ordinary course of business; (xxv) Liens arising in respect of contributions required to be made by a Loan Party (including employee contributions withheld from pay) to any Canadian Pension Plan or Canadian Statutory Plan that that are not yet due to be remittedSection 6.01; and (xxvihh) Liens on cash and Cash Equivalents arising in connection with the defeasance, discharge or redemption of Debt for no longer than 60 days prior to such defeasance, discharge or redemption; provided, that such defeasance, discharge or redemption is permitted under this Agreement. In addition, if the Required DDTL Approving Lenders shall have consented (which consent shall not be unreasonably withheld, delayed, conditioned or denied), Administrative Borrower and its Subsidiaries may post cash collateral up to the amount so agreed by the Required DDTL Approving Lenders to secure Debt securing Indebtedness permitted pursuant to Section 7.01(a)(viany of clauses (h), but (w), (z) and (aa) of Section 6.01. For purposes of determining compliance with this Section 6.02, in the event that a Lien securing an item of Indebtedness or other obligation (or any portion thereof) meets the criteria for more than one of the categories of Liens described in clauses (a) through (hh) above, the Borrower may, in its sole discretion, divide or classify or later divide, classify or reclassify all or a portion of such Lien in a manner that complies with this Section 6.02 and will only be required to include the extent amount and type of such Debt is not secured by any Lien in one or more of the above clauses; provided that all Liens securing Indebtedness outstanding under the Loan Documents will at all times be deemed to be outstanding in reliance only on the Collateral that are otherwise permitted under this exception in Section 7.026.02(a).

02Liens. Parent The Borrower will not, nor and will it not permit any Borrower or any of Borrowers’ Restricted Subsidiaries Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, except: (ia) Liens created under the Loan Documents; (iib) Permitted LiensEncumbrances; (iiic) Liens existing on the Effective Date (other than Liens created under the Term Loan Documents or the Convertible Notes Documents); provided that (x) any Lien securing Debt that is not secured by Collateral constituting Revolving Credit Priority Collateral in excess of $1,000,000, and (y) any Lien securing Debt that is secured by Revolving Credit Priority Collateral, shall only be permitted if set forth on Schedule 7.02, 6.02 and any modifications, replacements, renewals or extensions thereof; provided that (1i) such modified, replacement, renewal or extension Lien does not extend to any additional property other than (aA) after-acquired property that is affixed or incorporated into the property covered by such Lien and (bB) proceeds and products thereof, and (2ii) the obligations secured or benefited by such modified, replacement, renewal or extension Lien are permitted by Section 7.016.01; (ivd) Liens securing Debt Indebtedness permitted under Section 7.01(a)(v6.01(a)(v); provided that (Ai) such Liens attach concurrently with or within 270 days after the acquisition, construction, repair, replacement, construction replacement or improvement (as applicable) of the property subject to such Liens, (Bii) such Liens do not at any time encumber any property other than the property financed by such Debt, Indebtedness except for accessions to such property and the proceeds and the products thereof, and any lease of such property (including accessions thereto) and the proceeds and products thereof and (Ciii) with respect to Capital Lease Obligations, such Liens do not at any time extend to or cover any assets (except for accessions to or proceeds of such assets) other than the assets subject to such Capital ​ Lease Obligations; provided further that individual financings of equipment provided by one lender may be cross cross-collateralized to other financings of equipment provided by such lender; (v) leases, licenses, subleases or sublicenses granted to others (whether on an exclusive or non-exclusive basis) that are entered into in the ordinary course of business or that do not interfere in any material respect with the business of Parent, Administrative Borrower and its Subsidiaries, taken as a whole; (vie) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (viif) Liens (Ai) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (Bii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (viiig) Liens (Ai) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 7.04 6.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 7.05 6.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) ), or (Bii) consisting of an agreement to dispose of any property in a Disposition permitted under Section 7.05 6.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (ixh) Liens on property that is not Collateral; (x) Liens granted by a of any Subsidiary of Administrative Borrower that is not a Loan Party Party, which Liens secure Indebtedness of such Subsidiary permitted under Section 6.01; (i) Liens granted by any Subsidiary in favor of any Loan Party (other than Parent), Liens granted by a Subsidiary of Administrative the Borrower that is not a Loan Party in favor of or any Subsidiary of Parent that is not a Loan Party and Liens granted by a Loan Party (other than Parent or any Borrower) in favor of any other Loan Party; (xij) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Subsidiary of Administrative BorrowerSubsidiary, in each case after the Effective Date (other than Liens on the Equity Interests of any Person that becomes a Subsidiary of Administrative BorrowerSubsidiary); provided that (Ai) such Lien was not created in contemplation of such acquisition or such Person becoming a Subsidiary of Administrative BorrowerSubsidiary, (Bii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and and, in the case of a Person becoming a Subsidiary, other than after-acquired property subject to of such Person under a Lien securing Debt Indebtedness and other obligations incurred prior to such time and which Debt Indebtedness and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of such after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (Ciii) the Debt Indebtedness secured thereby is permitted under Section 7.01(a)(v6.01(a)(v) or Section 6.01(a)(vii); (xiik) any interest Liens on cash or title (Permitted Investments arising in connection with the defeasance, discharge or redemption of Indebtedness; provided that such defeasance, discharge or redemption is permitted hereunder and all encumbrances and other matters affecting such interest cash or title) of a lessorPermitted Investments are used or to be used for such defeasance, sublessor, licensor discharge or sublicensor or secured by a lessor’s sublessor’s, licensor’s or sublicensor’s interest under leases (other than leases constituting Capital Lease Obligations), subleases, licenses, cross-licenses or sublicense entered into by Parent, any Borrower or any Restricted Subsidiary of a Borrower in the ordinary course of businessredemption; (xiiil) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods by Parent, any of the Borrower or any Restricted Subsidiary of a Borrower Subsidiaries in the ordinary course of business; (xivm) Liens deemed to exist in connection with Investments in repurchase agreements permitted under clause (e) of the definition of the term “Cash EquivalentsPermitted Investments”; ​ (n) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (xv) [reserved]; (xvio) Liens that are contractual rights of setoff (Ai) relating to the establishment of depository relations with banks not given in connection with the incurrence of DebtIndebtedness, including liens or rights of set-off arising under the general terms and conditions of banks with whom any group member maintains a banking relationship in the ordinary course of business; (Bii) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Borrowers the Borrower and their Restricted its Subsidiaries or (Ciii) relating to purchase orders and other agreements entered into with customers of Borrowers the Borrower or their Restricted Subsidiaries any Subsidiary in the ordinary course of business; (xviip) ground leases in respect of real property on which facilities owned or leased by the Borrower or any of its Restricted the Subsidiaries are located; (xviiiq) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xix) Liens on the Collateral of the Loan Parties securing the Term Loan Debt, provided that such Liens shall be subject to the Intercreditor Agreement; (xxr) other Liens which are not on Revolving Credit Priority CollateralLiens; provided that at the time of incurrence the granting of and after giving Pro Forma Effect to any such Liens Lien and the obligations secured thereby (after giving pro forma effect to any such obligationsincluding the use of proceeds thereof) the aggregate outstanding face principal amount of Indebtedness or other obligations secured by Liens existing Xxxxx in reliance on this clause (xxr) shall not exceed the greater of (x) $1,000,000250,000,000 and (y) 35.0% of Consolidated EBITDA for the most recently ended Test Period (it being understood that Liens permitted by this clause (r), to the extent such Liens extend to any Collateral, may not be pari passu with the Liens on such Collateral securing the Credit Facilities); (xxis) [reserved]Liens on assets of FreedomRoads Entities and Equity Interests of any FreedomRoads Entities securing Indebtedness permitted pursuant to Section 6.01(a)(xvii); (xxiit) Liens on the Collateral (or a portion thereofsecuring Indebtedness permitted pursuant to Section 6.01(a)(xix) securing Debt permitted under Section 7.01(a)(xxiii)and obligations relating thereto not constituting Indebtedness; provided that such Liens shall be subject to the an Acceptable Intercreditor Agreement;; and (xxiii) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof; (iu) Liens on Equity Interests of joint ventures securing capital contributions to, or Indebtedness permitted pursuant to Section 6.01(a)(xx) and obligations of, such Persons and (ii) customary rights of first refusal and tag, drag and similar rights in joint venture agreements, in each caserelating thereto not constituting Indebtedness; provided that, in the case of any such Indebtedness of the foregoing clauses (i) and (ii), in the ordinary course of business; (xxv) Liens arising in respect of contributions required to be made by a Loan Party (including employee contributions withheld from pay) to any Canadian Pension Plan or Canadian Statutory Plan that that are not yet due to be remitted; and (xxvi) Liens on cash and Cash Equivalents arising in connection with the defeasance, discharge or redemption of Debt for no longer than 60 days prior to such defeasance, discharge or redemption; provided, that such defeasance, discharge or redemption is permitted under this Agreement. In addition, if the Required DDTL Approving Lenders shall have consented (which consent shall not be unreasonably withheld, delayed, conditioned or denied), Administrative Borrower and its Subsidiaries may post cash collateral up to the amount so agreed by the Required DDTL Approving Lenders to secure Debt permitted pursuant to Section 7.01(a)(vi)Subsidiary Loan Parties, but only to the extent such Debt is not secured by any Liens shall be solely on the assets constituting Collateral that are otherwise permitted under this Section 7.02and shall be subject to an Acceptable Intercreditor Agreement.

02Liens. Parent The Loan Parties will not, nor and will it not permit any Borrower or any of Borrowers’ Restricted their Subsidiaries to, directlyor indirectly, create, incur, incur or assume or permit to exist any Lien on any property Property or asset now owned or hereafter acquired by it, except: them,other than the following (iherein collectively referred to as “Permitted Liens ”):(i)(a) Liens created in favor of the Administrative Agent for the benefit of itself and the otherSecured Parties under the Loan Security Documents; , (ii) Permitted Liens; (iiib) Liens on cash or deposits granted in favor of theSwingline Lender or the Issuing Bank to Cash Collateralize any Defaulting Lender’s participation in Lettersof Credit or Swingline Loans and (c) Liens securing Incremental Equivalent Debt in accordance with theterms of Section 6.01(a)(iv) ;(ii)Liens on assets existing at the time of acquisition thereof by Holdings, the Borrower orany Subsidiary; provided that such Liens were not incurred in connection with, or in contemplation of, suchacquisition and do not extend to any assets of Holdings, the Borrower or any Subsidiary other than thespecific assets so acquired;(iii)Liens to secure the performance of statutory obligations, surety or appeal bonds orperformance bonds, landlords’, carriers’, warehousemen’s, mechanics’, suppliers’, materialmen’s,attorneys’ or other like liens, in any case incurred in the ordinary course of business and with respect to-101-141683210_5 163765871_7 22-31184-1 C1.1 P123 amounts not overdue by more than 10 days or being contested in good faith by appropriate proceedingspromptly instituted and diligently conducted;provided that (A) a reserve or other appropriate provision, ifany, as is required by GAAP shall have been made therefor, (B) if such Lien is on Collateral and suchamounts are being contested, the Contested Collateral Lien Conditions shall at all times be satisfied and (C)such Liens relating to statutory obligations, surety or appeal bonds or performance bonds shall only extendto or cover cash and cash equivalents;(iv)Liens existing on the Effective Closing Date (other than Liens created under the Term Loan Documents or the Convertible Notes Documents); provided that (x) any Lien securing Debt that is not secured by Collateral constituting Revolving Credit Priority Collateral in excess of $1,000,000, and (y) any Lien securing Debt that is secured by Revolving Credit Priority Collateral, shall only be permitted if set forth on Schedule 7.026.02(iv) ;(v)Liens for Taxes, assessments or governmental charges or claims or other like statutoryLiens, in any case incurred in the ordinary course of business, that do not secure Indebtedness for borrowedmoney and any modifications, replacements, renewals (A) that are not yet due and payable or extensions thereof(B) that are being contested in good faith by appropriateproceedings promptly instituted and diligently conducted; provided that (1) such modified, replacement, renewal any reserve or extension Lien does not extend to any additional property other than (a) after-acquired property that is affixed or incorporated into the property covered by such Lien and (b) proceeds and products thereof, appropriateprovision as shall be required in accordance with GAAP shall have been made therefor and (2) if such Lienis on Collateral and such amounts are being contested, the obligations secured or benefited by such modified, replacement, renewal or extension Contested Collateral Lien are permitted by Section 7.01; Conditions shall at alltimes be satisfied;(vi)Liens to secure Indebtedness (iv) Liens securing Debt permitted under Section 7.01(a)(v); provided that (A) such Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicableincluding Capital Lease Obligations) of the type describedinSection 6.01(a)(xi) covering only the assets acquired, financed, refinanced or improved with suchIndebtedness;(vii)Liens securing Indebtedness incurred to refinance Indebtedness secured by the Liens ofthe type described in clause (ii) of thisSection 6.02 ;provided that any such Lien shall not extend to orcover any assets not securing the Indebtedness so refinanced;(viii)(A) Liens in the form of zoning restrictions, easements, licenses, reservations, covenants,conditions or other restrictions on the use of real property subject to or other minor irregularities in title (includingleasehold title) that do not (1) secure Indebtedness or (2) individually or in the aggregate materially impairthe value or marketability of the real property affected thereby or the occupation, use and enjoyment in theordinary course of business of Holdings or any Subsidiary at such Liens, real property and (B) such Liens do not at any time encumber any property with respect toleasehold interests in real property, mortgages, obligations, liens and other than the property financed by such Debtencumbrances incurred, except for accessions created,assumed or permitted to such property exist and the proceeds and the products thereofarising by, and any lease through or under a landlord or owner of such property leased propertyencumbering the landlord’s or owner’s interest in such leased property;(ix)Liens in the form of pledges or deposits securing bids, tenders, contracts (including accessions theretoother thancontracts for the payment of money) and the proceeds and products thereof and (C) with respect or leases to Capital Lease Obligationswhich Holdings or any of its Subsidiaries is a party, such Liens do not at any time extend to or cover any assets (except for accessions to or proceeds of such assets) other than the assets subject to such Capital Lease Obligations; provided further that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (v) leasesineach case, licenses, subleases or sublicenses granted to others (whether on an exclusive or non-exclusive basis) that are entered into made in the ordinary course of business for amounts (A) not yet due and payable or (B) beingcontested in good faith by appropriate proceedings promptly instituted and diligently conducted;providedthat (1) a reserve or other appropriate provision, if any, as is required by GAAP shall have been madetherefor, (2) if such Lien is on Collateral and such amounts are being contested, the Contested CollateralLien Conditions shall at all times be satisfied and (3) such Liens shall in no event encumber any Collateralother than cash and cash equivalents;(x)Liens resulting from operation of law with respect to any judgments, awards or orders tothe extent that such judgments, awards or orders do not interfere cause or constitute a Default under this Agreement;provided that if any such Liens are on Collateral and such amounts are being contested, the ContestedCollateral Lien Conditions shall at all times be satisfied;(xi)Liens in the form of licenses, leases or subleases granted or created by Holdings, theBorrower or any of its Subsidiaries, which licenses, leases or subleases do not interfere, individually or inthe aggregate, in any material respect with the business of ParentHoldings, Administrative the Borrower and its Subsidiaries, taken as a whole; (vi) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (vii) Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items or such Subsidiary orindividually or in the course aggregate materially impair the use (for its intended purpose) or the value of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and theproperty subject thereto;provided that are within the general parameters customary in the banking industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 7.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 7.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 7.05 in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (ix) Liens on property that is not Collateral; (x) Liens granted by a Subsidiary of Administrative Borrower that is not a Loan Party in favor of any Loan Party (other than Parent), Liens granted by a Subsidiary of Administrative Borrower that is not a Loan Party in favor of any Subsidiary of Parent that is not a Loan Party and Liens granted by a Loan Party (other than Parent or any Borrower) in favor of any other Loan Party; (xi) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Subsidiary of Administrative Borrower, in each case after the Effective Date (other than Liens on the Equity Interests of any Person that becomes a Subsidiary of Administrative Borrower); provided that (A) such Lien was not created in contemplation of such acquisition or such Person becoming a Subsidiary of Administrative Borrower, (B) such Lien does shall not extend to or cover any other assets or property (other than of any Personthat is not the proceeds or products thereof and other than after-acquired property subject to a Lien securing Debt and other obligations incurred prior to such time and which Debt and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (C) the Debt secured thereby is permitted under Section 7.01(a)(v); (xii) any interest or title (and all encumbrances and other matters affecting such interest or title) of a lessor, sublessor, licensor or sublicensor or secured by a lessor’s sublessor’s, licensor’s or sublicensor’s interest under leases (other than leases constituting Capital Lease Obligations), subleases, licenses, cross-licenses or sublicense entered into by Parent, any Borrower or any Restricted Subsidiary of a Borrower in the ordinary course of business; (xiii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods by Parent, any Borrower or any Restricted Subsidiary of a Borrower in the ordinary course of business; (xiv) Liens deemed to exist in connection with Investments in repurchase agreements permitted under clause (e) of the definition of the term “Cash Equivalents”; (xv) [reserved]; (xvi) Liens that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Debt, including liens or rights of set-off arising under the general terms and conditions of banks with whom any group member maintains a banking relationship in the ordinary course of business; (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Borrowers and their Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Borrowers or their Restricted Subsidiaries in the ordinary course of business; (xvii) ground leases in respect of real property on which facilities owned or leased by Borrower or any of its Restricted Subsidiaries are located; (xviii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xix) Liens on the Collateral of the Loan Parties securing the Term Loan Debt, provided that such Liens shall be subject to the Intercreditor Agreement; (xx) other Liens which are not on Revolving Credit Priority Collateral; provided that at the time of incurrence of such Liens and the obligations secured thereby (after giving pro forma effect to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall not exceed $1,000,000; (xxi) [reserved]; (xxii) Liens on the Collateral (license, lease or a portion thereof) securing Debt permitted under Section 7.01(a)(xxiii); provided that such Liens shall be subject to the Intercreditor Agreement; (xxiii) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof; (i) Liens on Equity Interests of joint ventures securing capital contributions to, or obligations of, such Persons and (ii) customary rights of first refusal and tag, drag and similar rights in joint venture agreements, in each case, in the case of the foregoing clauses (i) and (ii), in the ordinary course of business; (xxv) Liens arising in respect of contributions required to be made by a Loan Party (including employee contributions withheld from pay) to any Canadian Pension Plan or Canadian Statutory Plan that that are not yet due to be remitted; and (xxvi) Liens on cash and Cash Equivalents arising in connection with the defeasance, discharge or redemption of Debt for no longer than 60 days prior to such defeasance, discharge or redemption; provided, that such defeasance, discharge or redemption is permitted under this Agreement. In addition, if the Required DDTL Approving Lenders shall have consented (which consent shall not be unreasonably withheld, delayed, conditioned or denied), Administrative Borrower and its Subsidiaries may post cash collateral up to the amount so agreed by the Required DDTL Approving Lenders to secure Debt permitted pursuant to Section 7.01(a)(vi), but only to the extent such Debt is not secured by any Liens on the Collateral that are otherwise permitted under this Section 7.02.sublease;-102-141683210_5 163765871_7 22-31184-1 C1.1 P124

02Liens. Parent will not, nor will it permit any Borrower or any of Borrowers’ Restricted Subsidiaries to, createCreate, incur, assume or permit to exist any Lien on any property or asset now assets (including stock or other securities of any person) of the Borrower or any Subsidiary at the time owned by it or hereafter acquired by iton any income or revenues or rights in respect of any thereof, except:except the following (collectively, “Permitted Liens”): (ia) Liens created under on property or assets of the Loan Documents; (ii) Permitted Liens; (iii) Liens Borrower and the Subsidiaries existing on the Effective Closing Date (other than Liens created under the Term Loan Documents or the Convertible Notes Documents); provided that (x) any Lien securing Debt that is not secured by Collateral constituting Revolving Credit Priority Collateral in excess of $1,000,000, and (y) any Lien securing Debt that is secured by Revolving Credit Priority Collateral, shall only be permitted if pursuant to agreements set forth on Schedule 7.02, 6.02(a) and any modifications, replacements, replacements or renewals or extensions thereof; provided provided, that such Liens shall secure only those obligations that they secure on the Closing Date (1and any Permitted Refinancing Indebtedness in respect of such obligations permitted by Section 6.01(a)) such modified, replacement, renewal or extension Lien does and shall not extend subsequently apply to any additional other property or assets of the Borrower or any Subsidiary other than (aA) after-acquired property that is affixed or incorporated into the property covered by such Lien Lien, and (bB) proceeds and products thereof, ; (b) any Lien created under the Loan Documents (including Liens created under the Security Documents securing obligations in respect of Secured Hedge Agreements and (2) the obligations secured or benefited by such modified, replacement, renewal or extension Lien are Liens securing Indebtedness permitted by Section 7.016.01(b)) or permitted in respect of any Mortgaged Property by the terms of the applicable Mortgage; (ivc) (i) Liens on assets of Redbox Entertainment and its Subsidiaries securing Debt permitted under Original Content Financing incurred pursuant to Section 7.01(a)(v); 6.01(h) and (ii) customary liens securing obligations in respect of (x) distribution and other exploitation rights, (y) guild collective bargaining agreements and (z) goods and services provided by laboratories, production facilities, storage and warehouses, carriers, mechanics, completion guarantors and similar providers; (d) Liens for Taxes, assessments or other governmental charges or levies not yet due and payable or that are being contested in compliance with Section 5.03; (Ae) Xxxxx imposed by law, such Liens attach concurrently with or within 270 days after the acquisitionas landlord’s, repaircarriers’, replacementwarehousemen’s, mechanics’, materialmen’s, repairmen’s, supplier’s, construction or improvement (as applicable) of the property subject to such other like Liens, (B) such Liens do not at any time encumber any property other than the property financed by such Debt, except for accessions to such property and the proceeds and the products thereof, and any lease of such property (including accessions thereto) and the proceeds and products thereof and (C) with respect to Capital Lease Obligations, such Liens do not at any time extend to or cover any assets (except for accessions to or proceeds of such assets) other than the assets subject to such Capital Lease Obligations; provided further that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (v) leases, licenses, subleases or sublicenses granted to others (whether on an exclusive or non-exclusive basis) that are entered into securing obligations incurred in the ordinary course of business (i) for amounts not yet overdue or (ii) for amounts that are overdue and that (in the case of any such amounts overdue for a period in excess of five (5) Business Days) are being contested in good faith by appropriate proceedings and in ​ ​ respect of which, if applicable, the Borrower or any Subsidiary shall have set aside on its books reserves in accordance with GAAP; (i) pledges and deposits and other Liens made in the ordinary course of business in compliance with the Federal Employers Liability Act or any other workers’ compensation, unemployment insurance and other social security laws or regulations and deposits securing liability to insurance carriers under insurance or self-insurance arrangements in respect of such obligations and (ii) pledges and deposits and other Liens securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrower or any Subsidiary; (g) deposits and other Liens to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capitalized Lease Obligations), statutory obligations, surety and appeal bonds, performance and return of money bonds, bids, leases, government contracts, trade contracts, agreements with utilities, and other obligations of a like nature (including letters of credit in lieu of any such bonds or to support the issuance thereof) incurred in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business; (h) zoning restrictions, easements, survey exceptions, trackage rights, leases (other than Capitalized Lease Obligations), licenses, special assessments, rights-of-way, covenants, conditions, restrictions and declarations on or with respect to the use of Real Property, servicing agreements, development agreements, site plan agreements and other similar encumbrances incurred in the ordinary course of business and title defects or irregularities that are of a minor nature and that, in the aggregate, do not interfere in any material respect with the ordinary conduct of the business of Parentthe Borrower or any Subsidiary; (i) Liens securing Indebtedness permitted by Section 6.01(i); provided, Administrative that such Liens do not apply to any property or assets of the Borrower or any Subsidiary other than the property or assets acquired, leased, constructed, replaced, repaired or improved with such Indebtedness (or the Indebtedness Refinanced thereby), and accessions and additions thereto, proceeds and products thereof, customary security deposits and related property; provided, further, that individual financings provided by one lender may be cross-collateralized to other financings provided by such lender (and its Affiliates); (j) Liens on cash or Permitted Investments maintained in one or more segregated Deposit Accounts or Securities Accounts securing letters of credit permitted by Section 6.01(o) or (p); provided that such cash and Permitted Investments do not exceed 105% of the stated face amount of such letters of credit secured thereby; (k) Liens securing judgments that do not constitute an Event of Default under Section 7.01(j); (l) Liens disclosed by the title insurance policies delivered on or subsequent to the Closing Date and pursuant to the Collateral and Guarantee Requirement, Section 5.10 or Schedule 5.12 and any replacement, extension or renewal of any such Lien; provided, that such replacement, extension or renewal Lien shall not cover any property other than the property that was subject to such Lien prior to such replacement, extension or renewal; provided, further, that the Indebtedness and other obligations secured by such replacement, extension or renewal Lien are permitted by this Agreement; ​ (m) any interest or title of a lessor or sublessor under any leases or subleases entered into by the Borrower or any Subsidiary in the ordinary course of business; (n) Liens that are contractual rights of set-off (and related pledges) (i) relating to the establishment of depository relations with banks and other financial institutions not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposits, sweep accounts, reserve accounts or similar accounts of the Borrower or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower or any Subsidiary, including with respect to credit card charge-backs and similar obligations, or (iii) relating to purchase orders and other agreements entered into with customers, suppliers or service providers of the Borrower or any Subsidiary in the ordinary course of business; (o) Liens (i) arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, (iii) encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to brokerage accounts incurred in the ordinary course of business and not for speculative purposes, (iv) in respect of Third Party Funds or (v) in favor of credit card companies pursuant to agreements therewith; (p) Liens securing obligations in respect of trade-related letters of credit, bankers’ acceptances or similar obligations permitted under Section 6.01(f), (o) or (p) and covering the property (or the documents of title in respect of such property) financed by such letters of credit, bankers’ acceptances or similar obligations and the proceeds and products thereof; (q) leases or subleases, licenses or sublicenses (including with respect to Intellectual Property) granted to others in the ordinary course of business not interfering in any material respect with the business of the Borrower and its Subsidiaries, taken as a whole; (vir) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (viis) Liens (A) of a collection bank arising under Section 4-210 solely on any xxxx xxxxxxx money deposits made by the Borrower or any of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 7.04 to be applied against the purchase price for such Investment or otherwise Subsidiaries in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 7.05 (including any letter of intent or purchase agreement in respect of any Investment permitted hereunder; (t) Liens with respect to such Investment property or Disposition) or (B) consisting of an agreement to dispose assets of any property in Subsidiary that is not a Disposition Loan Party securing obligations of a Subsidiary that is not a Loan Party permitted under Section 7.05 in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien6.01; (ixu) Liens on property that is not Collateralany amounts held by a trustee or agent under any indenture or other debt agreement issued in escrow pursuant to customary escrow arrangements pending the release thereof, or under any indenture or other debt agreement pursuant to customary discharge, redemption or defeasance provisions; (v) the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of business; (w) agreements to subordinate any interest of the Borrower or any Subsidiary in any accounts receivable or other proceeds arising from inventory consigned by the Borrower or any of its Subsidiaries pursuant to an agreement entered into in the ordinary course of business; (x) Liens granted by arising from precautionary Uniform Commercial Code financing statements regarding operating leases or other obligations not constituting Indebtedness; (y) Liens on Equity Interests of joint ventures (A) securing obligations of such joint venture or (B) pursuant to the relevant joint venture agreement or arrangement; (z) [reserved]; (aa) [reserved]; (bb) Liens securing insurance premiums financing arrangements; provided, that such Liens are limited to the applicable unearned insurance premiums; (cc) in the case of Real Property that constitutes a leasehold interest, any Lien to which the fee simple interest (or any superior leasehold interest) is subject; (dd) Liens securing Indebtedness or other obligation (i) of the Borrower or a Subsidiary in favor of Administrative the Borrower or any Subsidiary Loan Party and (ii) of any Subsidiary that is not a Loan Party in favor of any Loan Party (other than Parent), Liens granted by a Subsidiary of Administrative Borrower that is not a Loan Party in favor of any Subsidiary of Parent that is not a Loan Party and Liens granted by a Loan Party (other than Parent or any Borrower) in favor of any other Loan Party; (xiee) Liens existing (i) on not more than $5,000,000 of deposits securing Hedging Agreements entered into for non-speculative purposes and (ii) on cash or Permitted Investments securing Hedging Agreements in the ordinary course of business submitted for clearing in accordance with applicable Requirements of Law; (ff) Liens on goods or inventory the purchase, shipment or storage price of which is financed by a documentary letter of credit, bank guarantee or bankers’ acceptance issued or created for the account of the Borrower or any Subsidiary in the ordinary course of business; provided, that such Lien secures only the obligations of the Borrower or such Subsidiaries in respect of such letter of credit, bank guarantee or banker’s acceptance to the extent permitted under Section 6.01; (gg) [reserved]; (hh) [reserved]; (ii) [reserved]; (jj) Liens arising out of conditional sale, title retention or similar arrangements for the sale or purchase of goods by the Borrower or any of the Subsidiaries in the ordinary course of business; (kk) [reserved]; (ll) other Liens with respect to property or assets of the Borrower or any Subsidiary securing obligations (other than Indebtedness for borrowed money) in an aggregate outstanding principal amount that, immediately after giving effect to the incurrence of such Liens, would not exceed the greater of $10,000,000 and 0.033 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period; provided that immediately prior to, and after giving effect to the incurrence of such Liens, no Default or Event of Default shall have occurred and be continuing or would result therefrom; and ​ ​ (mm)Liens securing Indebtedness permitted under Section 6.01 on property of, or on Equity Interests or Indebtedness of, any person existing at the time of its acquisition or existing on the property of any Person at the time (A) such Person person becomes a Subsidiary of Administrative Borrower, in each case after the Effective Date Borrower or (other than Liens on B) such person or such property is acquired by the Equity Interests of Borrower or any Person that becomes a Subsidiary of Administrative Borrower)Subsidiary; provided that (Ai) such Lien was not created in contemplation of such acquisition or such Person becoming a Subsidiary of Administrative Borrower, (B) such Lien does Liens do not extend to or cover any other assets of the Borrower or property any Subsidiary (other than the accessions and additions thereto and proceeds or products thereof and other than after-acquired property subject property) and (ii) such Liens secure only those obligations which they secure on the date such person becomes a Subsidiary or the date of such acquisition (and any extensions, renewals, replacements or refinancings thereof). With respect to a any Lien securing Debt and other obligations incurred prior to such time and which Debt and other obligations are permitted hereunder Indebtedness that require or include, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be was permitted to apply to any property to which secure such requirement would not have applied but for such acquisition), and (C) the Debt secured thereby is permitted under Section 7.01(a)(v); (xii) any interest or title (and all encumbrances and other matters affecting such interest or title) of a lessor, sublessor, licensor or sublicensor or secured by a lessor’s sublessor’s, licensor’s or sublicensor’s interest under leases (other than leases constituting Capital Lease Obligations), subleases, licenses, cross-licenses or sublicense entered into by Parent, any Borrower or any Restricted Subsidiary of a Borrower in the ordinary course of business; (xiii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods by Parent, any Borrower or any Restricted Subsidiary of a Borrower in the ordinary course of business; (xiv) Liens deemed to exist in connection with Investments in repurchase agreements permitted under clause (e) of the definition of the term “Cash Equivalents”; (xv) [reserved]; (xvi) Liens that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Debt, including liens or rights of set-off arising under the general terms and conditions of banks with whom any group member maintains a banking relationship in the ordinary course of business; (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Borrowers and their Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Borrowers or their Restricted Subsidiaries in the ordinary course of business; (xvii) ground leases in respect of real property on which facilities owned or leased by Borrower or any of its Restricted Subsidiaries are located; (xviii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xix) Liens on the Collateral of the Loan Parties securing the Term Loan Debt, provided that such Liens shall be subject to the Intercreditor Agreement; (xx) other Liens which are not on Revolving Credit Priority Collateral; provided that Indebtedness at the time of the incurrence of such Liens and the obligations secured thereby (after giving pro forma effect to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall not exceed $1,000,000; (xxi) [reserved]; (xxii) Liens on the Collateral (or a portion thereof) securing Debt permitted under Section 7.01(a)(xxiii); provided that such Liens shall be subject to the Intercreditor Agreement; (xxiii) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof; (i) Liens on Equity Interests of joint ventures securing capital contributions to, or obligations ofIndebtedness, such Persons and (ii) customary rights of first refusal and tag, drag and similar rights in joint venture agreements, in each case, in the case of the foregoing clauses (i) and (ii), in the ordinary course of business; (xxv) Liens arising in respect of contributions required to Lien shall also be made by a Loan Party (including employee contributions withheld from pay) to any Canadian Pension Plan or Canadian Statutory Plan that that are not yet due to be remitted; and (xxvi) Liens on cash and Cash Equivalents arising in connection with the defeasance, discharge or redemption of Debt for no longer than 60 days prior to such defeasance, discharge or redemption; provided, that such defeasance, discharge or redemption is permitted under this Agreement. In addition, if the Required DDTL Approving Lenders shall have consented (which consent shall not be unreasonably withheld, delayed, conditioned or denied), Administrative Borrower and its Subsidiaries may post cash collateral up to the amount so agreed by the Required DDTL Approving Lenders to secure Debt permitted pursuant to Section 7.01(a)(vi), but only to the extent any Increased Amount of such Debt is not secured by any Liens on the Collateral that are otherwise permitted under this Section 7.02Indebtedness.

02Liens. Parent will notNo Loan Party will, nor will it permit any Borrower or any of Borrowers’ Restricted Subsidiaries Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (ia) Liens created under the pursuant to any Loan DocumentsDocument; (iib) Permitted LiensEncumbrances; (iiic) Liens any Lien on any property or asset of Holdings or any Restricted Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided, that (i) such Lien shall not apply to any other property or asset of Holdings or such Restricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof or, in the case of any such obligations constituting Indebtedness, that are permitted under Section 6.01(b) in accordance with Section 6.01(f) hereof; (d) any Lien existing on any property or asset prior to the acquisition thereof (including by way of any Permitted Acquisition) by the Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary (or of any Person not previously a Restricted Subsidiary that is merged or consolidated with or into a Restricted Subsidiary in a transaction permitted hereunder) after the Effective Date prior to the time such Person becomes a Restricted Subsidiary (or is so merged or consolidated); provided, that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Restricted Subsidiary (or such merger or consolidation), as the case may be, (ii) such Lien shall not apply to any other than Liens created under property or assets of the Term Loan Documents Borrower or any Restricted Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the Convertible Notes Documentsdate such Person becomes a Restricted Subsidiary (or is so merged or consolidated), as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof or, in the case of any such obligations constituting Indebtedness that are permitted under Section 6.01(b) in accordance with Section 6.01(f) hereof; ​ ​ (e) Liens on fixed or capital assets acquired, constructed or improved (including any such assets made the subject of a Capital Lease Obligation incurred) by the Borrower or any Restricted Subsidiary; provided, that (i) such Liens secure Indebtedness permitted by clause (e) of Section 6.01 and obligations relating thereto not constituting Indebtedness, (ii) such Liens and any Indebtedness secured thereby are incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement; provided that this clause (xii) shall not apply to any extensions, renewals or replacements of any such Indebtedness permitted by clause (e) of Section 6.01 or any Lien securing Debt such Indebtedness, (iii) any Indebtedness secured thereby does not exceed 110% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or such Restricted Subsidiary; (f) Liens of a collecting bank arising in the ordinary course of business under Section 4-208 of the Uniform Commercial Code in effect in the relevant jurisdiction covering only the items being collected upon; (g) Liens granted by a Restricted Subsidiary that is not secured by Collateral constituting Revolving Credit Priority Collateral a Loan Party in excess favor of $1,000,000, and (y) any Lien securing Debt that is secured by Revolving Credit Priority Collateral, shall only be permitted if set forth on Schedule 7.02, and any modifications, replacements, renewals the Borrower or extensions thereof; provided that (1) such modified, replacement, renewal or extension Lien does not extend to any additional property other than (a) after-acquired property that is affixed or incorporated into the property covered another Loan Party in respect of Indebtedness owed by such Lien and (b) proceeds and products thereof, and (2) the obligations secured or benefited by such modified, replacement, renewal or extension Lien are permitted by Section 7.01Restricted Subsidiary; (ivh) Liens securing Debt permitted arising by operation of law under Section 7.01(a)(v); provided that (A) such Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicable) Article 2 of the property subject to such Uniform Commercial Code in favor of a reclaiming seller of goods or buyer of goods; (i) broker’s Liens, (B) such bankers’ Liens, rights of setoff and other similar Liens do not at any time encumber any property other than the property financed by such Debt, except for accessions to such property and the proceeds and the products thereof, and any lease of such property (including accessions thereto) and the proceeds and products thereof and (C) existing solely with respect to Capital Lease Obligationscash and Cash Equivalents on deposit in one or more accounts maintained by the Borrower or any Restricted Subsidiary, in each case, granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, including any such Liens do not at any time extend to or cover any assets (except for accessions to or proceeds rights of such assets) other than setoff securing amounts owing in the assets subject ordinary course of business to such Capital Lease Obligations; provided further that individual financings of equipment provided by one lender may be cross collateralized bank with respect to other financings of equipment provided by such lendercash management and operating account arrangements, including those involving pooled accounts and netting arrangements; (vj) leases, licenses, subleases or sublicenses granted to others (whether on an exclusive or nonsub-exclusive basis) that are entered into licenses and other similar encumbrances incurred in the ordinary course of business or that do not materially interfere in any material respect with the ordinary conduct of the business of Parent, Administrative the Borrower and its Subsidiaries, taken as a wholeor any Restricted Subsidiary; (vik) Liens (i) incurred in the ordinary course of business in connection with the purchase or shipping of goods or assets (or the related assets and proceeds thereof), which Liens are in favor of the seller or shipper of such goods or assets and only attach to such goods or assets, and (ii) in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (viil) Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (viii) Liens (A) on cash advances or Cash Equivalents constituting xxxxxxx money deposits, escrow deposits in favor of arrangements or similar arrangements made by the seller of Borrower or any property to be acquired in an Investment permitted pursuant to Section 7.04 to be applied against the purchase price for such Investment or otherwise Restricted Subsidiary in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 7.05 (including any letter of intent or purchase agreement with respect for a Permitted Acquisition or other investments to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition the extent permitted under Section 7.05 in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien6.04; (ixm) Liens solely on property that is not CollateralCash Collateral securing Indebtedness consisting of reimbursement obligations in respect of the Existing Letter of Credit permitted pursuant to Section 6.01(v); (xi) Liens in connection with the sale or transfer of any Equity Interests or other assets in a transaction permitted under Section 6.05, customary rights and restrictions contained in agreements relating to such sale or transfer pending the completion thereof or (ii) Liens arising on property or assets subject to sales or dispositions permitted pursuant to Section 6.05 pending the consummation of such sale or ​ ​ ​ disposition; provided that if such sale or disposition is not consummated such Liens shall be released and discharged; (o) Liens granted by a Subsidiary of Administrative Borrower that is not a Loan Party in favor respect of any Loan Party (other than Parent), Liens granted Indebtedness permitted to be incurred by a such Subsidiary of Administrative Borrower that is not a Loan Party in favor of any Subsidiary of Parent that is not a Loan Party and Liens granted by a Loan Party (other than Parent or any Borrower) in favor of any other Loan Partyunder Section 6.01; (xip) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Subsidiary of Administrative Borrower, in each case after the Effective Date (other than Liens on the Equity Interests of any Person that becomes a Subsidiary of Administrative Borrower); provided that (A) such Lien was not created in contemplation of such acquisition or such Person becoming a Subsidiary of Administrative Borrower, (B) such Lien does not extend to or cover any other assets or property (other than insurance policies and the proceeds or products thereof and other than after-acquired property subject to a Lien securing Debt and other obligations incurred prior to such time and which Debt and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (C) the Debt secured thereby is permitted under Section 7.01(a)(v); (xii) any interest or title (and all encumbrances and other matters affecting such interest or title) of a lessor, sublessor, licensor or sublicensor or secured by a lessor’s sublessor’s, licensor’s or sublicensor’s interest under leases (other than leases constituting Capital Lease Obligations), subleases, licenses, cross-licenses or sublicense entered into by Parent, any Borrower or any Restricted Subsidiary of a Borrower in the ordinary course of business; (xiii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods by Parent, any Borrower or any Restricted Subsidiary of a Borrower in the ordinary course of business; (xiv) Liens deemed to exist in connection with Investments in repurchase agreements permitted under clause (e) of the definition of the term “Cash Equivalents”; (xv) [reserved]; (xvi) Liens that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Debt, including liens or rights of set-off arising under the general terms and conditions of banks with whom any group member maintains a banking relationship in the ordinary course of business; (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred granted in the ordinary course of business to secure the financing of Borrowers and their Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into insurance premiums with customers of Borrowers or their Restricted Subsidiaries in the ordinary course of businessrespect thereto under Section 6.01(t); (xviiq) ground purported Liens evidenced by the filing of precautionary UCC financing statements or similar precautionary public filings; (r) Ground leases in respect of real property on which facilities owned or leased by Borrower any Loan Party or any of its Restricted Subsidiaries Subsidiary are located; (xviiis) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xix) Liens on the Collateral of the Loan Parties securing the Term Loan Debt, provided that such Liens shall be subject to the Intercreditor Agreement; (xx) other Liens which are not on Revolving Credit Priority Collateral; provided that at the time of incurrence of such Liens and the obligations secured thereby (after giving pro forma effect to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall not exceed $1,000,000; (xxi) [reserved]; (xxii) Liens on the Collateral (or a portion thereof) securing Debt secure Indebtedness permitted under Section 7.01(a)(xxiii6.01(r); provided that such Liens shall be subject to the Intercreditor Agreement; (xxiii) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof; (i) Liens on Equity Interests of joint ventures securing capital contributions to, or obligations of, such Persons and (ii) customary rights of first refusal and tag, drag and similar rights in joint venture agreements, in each case, in the case of the foregoing clauses (i) and (ii), in the ordinary course of business; (xxv) Liens arising in respect of contributions required to be made by a Loan Party (including employee contributions withheld from pay) to any Canadian Pension Plan or Canadian Statutory Plan that that are not yet due to be remitted; and (xxvi) Liens on cash and Cash Equivalents arising in connection with the defeasance, discharge or redemption of Debt for no longer than 60 days prior to such defeasance, discharge or redemption; provided, that such defeasance, discharge or redemption is permitted under this Agreement. In addition, if the Required DDTL Approving Lenders shall have consented (which consent shall not be unreasonably withheld, delayed, conditioned or denied), Administrative Borrower and its Subsidiaries may post cash collateral up to the amount so agreed by the Required DDTL Approving Lenders to secure Debt permitted pursuant to Section 7.01(a)(vi), but only to the extent such Debt is not secured by any Liens on the Collateral that are otherwise permitted under this Section 7.02.

02Liens. Parent The Borrowers will not, nor and will it not permit any Borrower or any of Borrowers’ Restricted their respective Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (ia) Liens created under the Loan DocumentsPermitted Encumbrances; (iib) Permitted Liensany Lien on any property or asset of any Borrower set forth in Schedule 7.02, provided that (A) such Lien shall not apply to any other property or asset of any Borrower and (B) such Lien shall secure only those obligations that it secures as of the Second Amendment Effective Date, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (iiic) Liens existing on the Effective Date (other than Liens created under the Term Loan Documents fixed or the Convertible Notes Documents); provided that (x) capital assets acquired by any Lien securing Debt that is not secured by Collateral constituting Revolving Credit Priority Collateral in excess of $1,000,000Borrower, and (y) any Lien securing Debt that is secured by Revolving Credit Priority Collateral, shall only be permitted if set forth on Schedule 7.02, and any modifications, replacements, renewals or extensions thereof; provided that (1) such modified, replacement, renewal or extension Lien does not extend to any additional property other than (a) after-acquired property that is affixed or incorporated into the property covered by such Lien and (b) proceeds and products thereof, and (2) the obligations secured or benefited by such modified, replacement, renewal or extension Lien are permitted by Section 7.01; (iv) Liens securing Debt permitted under Section 7.01(a)(v); provided that (A) such Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement secure Indebtedness permitted by clause (as applicabled) of the property subject to such LiensSection 7.01, (B) such Liens do not at any time encumber any property other than the property financed by such Debt, except for accessions to such property and the proceeds and the products thereof, and any lease of such property (including accessions thereto) and the proceeds and products thereof and (C) with respect to Capital Lease Obligations, such Liens do not at any time extend Indebtedness secured thereby are incurred prior to or cover any assets (except for accessions to or proceeds of such assets) other than the assets subject to such Capital Lease Obligations; provided further that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (v) leases, licenses, subleases or sublicenses granted to others (whether on an exclusive or non-exclusive basis) that are entered into in the ordinary course of business or that do not interfere in any material respect with the business of Parent, Administrative Borrower and its Subsidiaries, taken as a whole; (vi) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (vii) Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 7.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 7.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 7.05 in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (ix) Liens on property that is not Collateral; (x) Liens granted by a Subsidiary of Administrative Borrower that is not a Loan Party in favor of any Loan Party (other than Parent), Liens granted by a Subsidiary of Administrative Borrower that is not a Loan Party in favor of any Subsidiary of Parent that is not a Loan Party and Liens granted by a Loan Party (other than Parent or any Borrower) in favor of any other Loan Party; (xi) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Subsidiary of Administrative Borrower, in each case 90 days after the Effective Date (other than Liens on the Equity Interests of any Person that becomes a Subsidiary of Administrative Borrower); provided that (A) such Lien was not created in contemplation of such acquisition or the completion of such Person becoming a Subsidiary of Administrative Borrowerconstruction or improvement, (B) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property subject to a Lien securing Debt and other obligations incurred prior to such time and which Debt and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (C) the Debt Indebtedness secured thereby is permitted under Section 7.01(a)(v)does not exceed 100% of the cost of acquiring such fixed or capital assets and (D) such Liens shall not apply to any other property or assets of the Borrowers; (xii) any interest or title (and all encumbrances and other matters affecting such interest or title) of a lessor, sublessor, licensor or sublicensor or secured by a lessor’s sublessor’s, licensor’s or sublicensor’s interest under leases (other than leases constituting Capital Lease Obligations), subleases, licenses, cross-licenses or sublicense entered into by Parent, any Borrower or any Restricted Subsidiary of a Borrower in the ordinary course of business; (xiiid) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods to secure Indebtedness permitted by Parent, any Borrower or any Restricted Subsidiary of a Borrower in the ordinary course of business; (xiv) Liens deemed to exist in connection with Investments in repurchase agreements permitted under clause (e) of the definition Section 7.01; provided that such Liens shall not apply to any property or assets of the term “Cash Equivalents”Subsidiary Borrowers other than the Real Estate so financed, refinanced or otherwise monetized or which is the subject of a sale-leaseback transaction; (xve) [reserved]; (xvi) Liens deposits or pledges, or cash collateral given to any financial institution that are contractual rights has issued a letter of setoff (A) relating credit, to the establishment secure payment of depository relations with banks not given workers’ compensation, unemployment 4879-0244-9248v.7121 US 9692390v.1 CHA715/20025 insurance, old age pensions or other social security or employee benefit obligations, daylight overdraft exposure or ACH obligations, or liabilities under or in connection with the incurrence respect of Debtself-insurance programs, including liens or rights of set-off arising under the general terms and conditions of banks with whom any group member maintains a banking relationship in the ordinary course of business; (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred each case in the ordinary course of business of Borrowers the Parent Borrower and their Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Borrowers or their Restricted Subsidiaries in the ordinary course of businessits Subsidiaries; (xvii) ground leases in respect of real property on which facilities owned or leased by Borrower or any of its Restricted Subsidiaries are located; (xviii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xix) Liens on the Collateral of the Loan Parties securing the Term Loan Debt, provided that such Liens shall be subject to the Intercreditor Agreement; (xx) other Liens which are not on Revolving Credit Priority Collateral; provided that at the time of incurrence of such Liens and the obligations secured thereby (after giving pro forma effect to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall not exceed $1,000,000; (xxif) [reservedReserved]; (xxiig) Liens securing Indebtedness and related obligations of any Subsidiary which became a Subsidiary after the Second Amendment Effective Date if such Indebtedness and Liens were outstanding prior to the time it became a Subsidiary and not incurred in contemplation of its becoming a Subsidiary, and Liens on the Collateral same property (or, if such Lien attaches to a type or a portion thereofclass of property of any Person, on the same type or class of property of such Person) securing Debt permitted under Section 7.01(a)(xxiii); provided that such Liens shall be subject to the Intercreditor Agreement; (xxiii) receipt of progress payments Indebtedness and advances from customers in the ordinary course of business to the extent related obligations incurred by the same creates a Lien on the related inventory and proceeds thereof; (i) Liens on Equity Interests of joint ventures securing capital contributions toobligor to extend, renew, refinance, refund or replace such Indebtedness or obligations of, such Persons and (ii) customary rights of first refusal and tag, drag and similar rights in joint venture agreements, in each case, in so long as the case of the foregoing clauses (i) and (ii), in the ordinary course of business; (xxv) Liens arising in respect of contributions required to be made by a Loan Party (including employee contributions withheld from pay) to any Canadian Pension Plan or Canadian Statutory Plan that that are outstanding principal thereof is not yet due to be remittedincreased; and (xxvih) Liens on cash and Cash Equivalents arising in connection with the defeasance, discharge or redemption of Debt for no longer than 60 days prior to such defeasance, discharge or redemption; provided, that such defeasance, discharge or redemption is permitted under this Agreement. In addition, if the Required DDTL Approving Lenders shall have consented (which consent shall not be unreasonably withheld, delayed, conditioned or denied), Administrative Borrower and its Subsidiaries may post cash collateral up to the amount so agreed by the Required DDTL Approving Lenders to secure Debt permitted created pursuant to Section 7.01(a)(vi), but only to any Loan Document. Without limiting the extent such Debt is not secured by any Liens on the Collateral that are otherwise permitted under provisions of this Section 7.02, neither the Parent Borrower nor its Subsidiaries shall create, incur, assume or permit to exist any Lien (other than Liens incurred pursuant to clause (a) and (b) of the definition of Permitted Encumbrances) on any Inventory now owned or hereafter acquired by it other than in favor of the Agent.

02Liens. Parent The Company will not, nor and will it not permit any Borrower or any of Borrowers’ Restricted Subsidiaries Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (ia) Liens created under the Loan DocumentsPermitted Encumbrances; (iib) Permitted Liens; (iii) Liens any Lien on any property or asset of the Company or any Subsidiary existing on the Third Amendment Effective Date (other than Liens created under the Term Loan Documents or the Convertible Notes Documents)and set forth in Schedule 7.02; provided that (xi) such Lien ​ ​ shall not apply to any other property or asset of the Company or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) Liens on assets of Hurco GmbH securing Indebtedness incurred pursuant to Section 7.01(h)(i); (d) any Lien securing Debt existing on any property or asset prior to the acquisition thereof by the Company or any Subsidiary or existing on any property or asset of any Person that is not secured by Collateral constituting Revolving Credit Priority Collateral in excess of $1,000,000, and (y) any Lien securing Debt that is secured by Revolving Credit Priority Collateral, shall only be permitted if set forth on Schedule 7.02, and any modifications, replacements, renewals or extensions thereofbecomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary; provided that (1i) such modified, replacement, renewal Lien is not created in contemplation of or extension Lien does not extend to any additional property other than (a) after-acquired property that is affixed or incorporated into the property covered by such Lien and (b) proceeds and products thereof, and (2) the obligations secured or benefited by such modified, replacement, renewal or extension Lien are permitted by Section 7.01; (iv) Liens securing Debt permitted under Section 7.01(a)(v); provided that (A) such Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (B) such Liens do not at any time encumber any property other than the property financed by such Debt, except for accessions to such property and the proceeds and the products thereof, and any lease of such property (including accessions thereto) and the proceeds and products thereof and (C) with respect to Capital Lease Obligations, such Liens do not at any time extend to or cover any assets (except for accessions to or proceeds of such assets) other than the assets subject to such Capital Lease Obligations; provided further that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (v) leases, licenses, subleases or sublicenses granted to others (whether on an exclusive or non-exclusive basis) that are entered into in the ordinary course of business or that do not interfere in any material respect with the business of Parent, Administrative Borrower and its Subsidiaries, taken as a whole; (vi) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (vii) Liens (A) of such acquisition or such Person becoming a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 7.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 7.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 7.05 in each case, solely to the extent such Investment or DispositionSubsidiary, as the case may be, would have been permitted (ii) such Lien shall not apply to any other property or assets of the Company or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of the creation of such Lien; (ix) Liens on property that is not Collateral; (x) Liens granted by a Subsidiary of Administrative Borrower that is not a Loan Party in favor of any Loan Party (other than Parent), Liens granted by a Subsidiary of Administrative Borrower that is not a Loan Party in favor of any Subsidiary of Parent that is not a Loan Party and Liens granted by a Loan Party (other than Parent or any Borrower) in favor of any other Loan Party; (xi) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time date such Person becomes a Subsidiary of Administrative BorrowerSubsidiary, in each as the case after may be and extensions, renewals and replacements thereof that do not increase the Effective Date outstanding principal amount thereof; (other than e) Liens on fixed or capital assets acquired, constructed or improved by the Equity Interests of Company or any Person that becomes a Subsidiary of Administrative Borrower)Subsidiary; provided that (Ai) such Lien was not created in contemplation of security interests secure Indebtedness permitted by Section 7.01(e), (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such Person becoming a Subsidiary of Administrative Borrowerconstruction or improvement, (Biii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property subject to a Lien securing Debt and other obligations incurred prior to such time and which Debt and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement security interests shall not be permitted to apply to any other property to which such requirement would not have applied but for such acquisition), and (C) or assets of the Debt secured thereby is permitted under Section 7.01(a)(v)Company or any Subsidiary; (xiif) any interest or title (Liens in favor of the Lender and all encumbrances and other matters affecting such interest or title) of a lessor, sublessor, licensor or sublicensor or secured by a lessor’s sublessor’s, licensor’s or sublicensor’s interest under leases (other than leases constituting Capital Lease Obligations), subleases, licenses, cross-licenses or sublicense entered into by Parent, any Borrower or any Restricted Subsidiary of a Borrower in the ordinary course of businessits Affiliates; (xiii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods by Parent, any Borrower or any Restricted Subsidiary of a Borrower in the ordinary course of business; (xiv) Liens deemed to exist in connection with Investments in repurchase agreements permitted under clause (e) of the definition of the term “Cash Equivalents”; (xv) [reserved]; (xvi) Liens that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Debt, including liens or rights of set-off arising under the general terms and conditions of banks with whom any group member maintains a banking relationship in the ordinary course of business; (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Borrowers and their Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Borrowers or their Restricted Subsidiaries in the ordinary course of business; (xvii) ground leases in respect of real property on which facilities owned or leased by Borrower or any of its Restricted Subsidiaries are located; (xviiig) Liens on insurance policies and the proceeds thereof assets of Ningbo Hurco Machine Tool Co. Ltd., Ningbo Hurco Trading Co. Ltd and/or their Subsidiaries securing the financing of the premiums with respect thereto; (xix) Liens on the Collateral of the Loan Parties securing the Term Loan Debt, provided that such Liens shall be subject Indebtedness incurred pursuant to the Intercreditor Agreement; (xx) other Liens which are not on Revolving Credit Priority Collateral; provided that at the time of incurrence of such Liens and the obligations secured thereby (after giving pro forma effect to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall not exceed $1,000,000; (xxi) [reserved]; (xxii) Liens on the Collateral (or a portion thereof) securing Debt permitted under Section 7.01(a)(xxiii7.01(k); provided that such Liens shall be subject to the Intercreditor Agreement; (xxiii) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof; (i) Liens on Equity Interests of joint ventures securing capital contributions to, or obligations of, such Persons and (ii) customary rights of first refusal and tag, drag and similar rights in joint venture agreements, in each case, in the case of the foregoing clauses (i) and (ii), in the ordinary course of business; (xxv) Liens arising in respect of contributions required to be made by a Loan Party (including employee contributions withheld from pay) to any Canadian Pension Plan or Canadian Statutory Plan that that are not yet due to be remitted; and (xxvih) Liens on cash and Cash Equivalents arising in connection with the defeasance, discharge or redemption assets of Debt for no longer than 60 days prior to such defeasance, discharge or redemption; provided, that such defeasance, discharge or redemption is permitted under this Agreement. In addition, if the Required DDTL Approving Lenders shall have consented (which consent shall not be unreasonably withheld, delayed, conditioned or denied), Administrative Borrower and Hurco Manufacturing Ltd. and/or its Subsidiaries may post cash collateral up to the amount so agreed by the Required DDTL Approving Lenders to secure Debt permitted securing Indebtedness incurred pursuant to Section 7.01(a)(vi7.01(l), but only to the extent such Debt is not secured by any Liens on the Collateral that are otherwise permitted under this Section 7.02.

02Liens. Parent will notNot, nor will it and not permit any Borrower or any of Borrowers’ Restricted Subsidiaries Subsidiary to, create, incur, assume create or permit to exist any Lien on any property of its real or asset personal properties, assets or rights of whatsoever nature (whether now owned or hereafter acquired by itacquired), except: (ia) Liens created under for taxes, assessments or other governmental charges which are not yet due and payable or the Loan Documentspayment of which is not at the time required by Section 6.04; (ii) Permitted Liens; (iii) Liens existing on the Effective Date (other than Liens created under the Term Loan Documents or the Convertible Notes Documents); provided that (x) any Lien securing Debt that is not secured by Collateral constituting Revolving Credit Priority Collateral in excess of $1,000,000, and (y) any Lien securing Debt that is secured by Revolving Credit Priority Collateral, shall only be permitted if set forth on Schedule 7.02, and any modifications, replacements, renewals or extensions thereof; provided that (1) such modified, replacement, renewal or extension Lien does not extend to any additional property other than (a) after-acquired property that is affixed or incorporated into the property covered by such Lien and (b) proceeds and products thereof, and (2) the obligations secured or benefited by such modified, replacement, renewal or extension Lien are permitted by Section 7.01; (iv) statutory Liens securing Debt permitted under Section 7.01(a)(v); provided that (A) such Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (B) such Liens do not at any time encumber any property other than the property financed by such Debt, except for accessions to such property and the proceeds and the products thereof, and any lease of such property (including accessions thereto) and the proceeds and products thereof and (C) with respect to Capital Lease Obligations, such Liens do not at any time extend to or cover any assets (except for accessions to or proceeds of such assets) other than the assets subject to such Capital Lease Obligations; provided further that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (v) leases, licenses, subleases or sublicenses granted to others (whether on an exclusive or non-exclusive basis) that are entered into in the ordinary course of business or that do not interfere in any material respect with the business of Parent, Administrative Borrower and its Subsidiaries, taken as a whole; (vi) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (vii) Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 7.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 7.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 7.05 in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (ix) Liens on property that is not Collateral; (x) Liens granted by a Subsidiary of Administrative Borrower that is not a Loan Party in favor of any Loan Party (other than Parent), Liens granted by a Subsidiary of Administrative Borrower that is not a Loan Party in favor of any Subsidiary of Parent that is not a Loan Party landlords and Liens granted by a Loan Party (of carriers, warehousemen, mechanics, materialmen and other than Parent or any Borrower) in favor of any other Loan Party; (xi) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Subsidiary of Administrative Borrowersimilar Liens, in each case after the Effective Date (other than Liens on the Equity Interests of any Person that becomes a Subsidiary of Administrative Borrower); provided that (A) such Lien was not created in contemplation of such acquisition or such Person becoming a Subsidiary of Administrative Borrower, (B) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property subject to a Lien securing Debt and other obligations incurred prior to such time and which Debt and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (C) the Debt secured thereby is permitted under Section 7.01(a)(v); (xii) any interest or title (and all encumbrances and other matters affecting such interest or title) of a lessor, sublessor, licensor or sublicensor or secured by a lessor’s sublessor’s, licensor’s or sublicensor’s interest under leases (other than leases constituting Capital Lease Obligations), subleases, licenses, cross-licenses or sublicense entered into by Parent, any Borrower or any Restricted Subsidiary of a Borrower in the ordinary course of business; (xiii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods by Parent, any Borrower or any Restricted Subsidiary of a Borrower in the ordinary course of business; (xiv) Liens deemed to exist in connection with Investments in repurchase agreements permitted under clause (e) of the definition of the term “Cash Equivalents”; (xv) [reserved]; (xvi) Liens that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Debt, including liens or rights of set-off arising under the general terms and conditions of banks with whom any group member maintains a banking relationship in the ordinary course of business; (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business and not in connection with borrowed money, for sums not yet due and payable or the payment of Borrowers and their Restricted Subsidiaries which is being contested in good faith by appropriate proceedings; (c) Liens (other than any Lien imposed by ERISA) incurred or (C) relating to purchase orders and other agreements entered into with customers of Borrowers or their Restricted Subsidiaries deposits made in the ordinary course of businessbusiness (i) in connection with workers’ compensation, unemployment insurance and other types of social security or retirement benefits, or (ii) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than Capital Leases), performance bonds, purchase, construction or sales contracts and other similar obligations, in each case not incurred or made in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of property; (xviid) ground leases Liens securing Nonrecourse Debt incurred by the Borrower or any Restricted Subsidiary (or any Person in respect which the Borrower or any Restricted Subsidiary shall be the beneficial owner), provided that such Lien is restricted to aircraft and engines and the lease thereof to a Person other than the Borrower or a Restricted Subsidiary; (e) any attachment or judgment Lien; provided, that the judgment it secures shall, within 60 days after the entry thereof, have been discharged or execution thereof stayed pending appeal, or shall have been discharged within 60 days after the expiration of real any such stay, or could not reasonably be expected to have a Material Adverse Effect; (f) Liens on property on which facilities owned or leased by assets of the Borrower or any of its Restricted Subsidiaries are locatedsecuring Debt owing to the Borrower or to another Restricted Subsidiary; (xviiig) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto[Reserved]; (xixh) Liens on leases or subleases (including aircraft or engine leases) granted to others, easements, rights-of-way, restrictions and other similar charges, encumbrances or survey exceptions, in each case incidental to, and not interfering with, the Collateral ordinary conduct of the Loan Parties securing business of the Term Loan DebtBorrower or any of its Restricted Subsidiaries, provided that such Liens shall be subject to do not, in the Intercreditor Agreement; (xx) other Liens which are not on Revolving Credit Priority Collateral; provided that at aggregate, Materially detract from the time of incurrence value of such Liens and the obligations secured thereby (after giving pro forma effect to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall not exceed $1,000,000; (xxi) [reserved]; (xxii) Liens on the Collateral (or a portion thereof) securing Debt permitted under Section 7.01(a)(xxiii); provided that such Liens shall be subject to the Intercreditor Agreement; (xxiii) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereofproperty; (i) Liens the interest of the lessor of any property subject to a lease (other than a Capital Lease) of such property under which the Borrower or any Restricted Subsidiary is lessee, whether or not such interest is protected by a precautionary filing; (j) any Lien existing on Equity Interests property of joint ventures securing capital contributions toa Person immediately prior to its being consolidated with or merged into the Borrower or a Restricted Subsidiary or its becoming a Restricted Subsidiary, or obligations ofany Lien existing on any property acquired by the Borrower or any Restricted Subsidiary at the time such property is so acquired (whether or not the Debt secured thereby shall have been assumed), provided that (i) no such Persons Lien shall have been created or assumed in contemplation of such consolidation or merger or such Person’s becoming a Restricted Subsidiary or such acquisition of property, and (ii) customary rights each such Lien shall extend solely to the item or items of first refusal property so acquired and, if required by the terms of the instrument originally creating such Lien, other property which is an improvement to or is acquired for specific use in connection with such acquired property; (k) any Lien created to secure all or any part of the purchase price, or to secure Debt incurred or assumed to pay all or any part of the purchase price or cost of construction, of property (or any improvement thereon) acquired or constructed by the Borrower or a Restricted Subsidiary after the Closing Date, provided that: (i) any such Lien shall extend solely to the item or items of such property (or improvement thereon) so acquired or constructed and, if required by the terms of the instrument originally creating such Lien, other property (or improvement thereon) which is an improvement to or is acquired for specific use in connection with such acquired or constructed property (or improvement thereon) or which is real property being improved by such acquired or constructed property (or improvement thereon), (ii) the principal amount of the Debt secured by any such Lien shall at no time exceed an amount equal to the lesser of (A) the cost to the Borrower or such Restricted Subsidiary of the property (or improvement thereon) so acquired or constructed and tag, drag and similar rights (B) the fair market value (as determined in joint venture agreements, in each case, good faith by a Responsible Officer of the Borrower) of such property (or improvement thereon) at the time of such acquisition or construction, (iii) in the case of inventory, the foregoing clauses net book value, net of applicable reserves, of all inventory subject to such Liens shall not at any time exceed 20% of the aggregate net book value, net of applicable reserves, of all inventory of the Borrower and its Restricted Subsidiaries, and ​ (iv) any such Lien shall be created contemporaneously with, or within 365 days after, the acquisition or construction of such property; (l) any Lien renewing, extending or refunding any Lien permitted by paragraphs (g), (j) and (k) of this Section 7.02, provided that (i) the principal amount of Debt secured by such Lien immediately prior to such extension, renewal or refunding is not increased or the maturity thereof reduced, (ii) such Lien is not extended to any other property, and (ii)iii) immediately after such extension, in the ordinary course renewal or refunding no Default or Event of businessDefault would exist; (xxvm) Liens arising in on notes or accounts receivable sold by the Borrower or any Restricted Subsidiary (or any related security, collections or proceeds with respect thereto or, if applicable, any segregated bank account established for the purpose of contributions required holding, among other things, collections and proceeds with respect to be made such accounts receivable), incurred pursuant to Permitted Receivables Transactions; provided, that the unpaid principal amount of Debt or other obligations secured by a Loan Party (including employee contributions withheld from pay) to such Liens shall not exceed $150,000,000 at any Canadian Pension Plan or Canadian Statutory Plan that that are not yet due to be remittedtime outstanding; and (xxvin) Liens on cash and Cash Equivalents arising in connection with securing Debt of the defeasance, discharge Borrower or redemption any of Debt for no longer than 60 days prior to such defeasance, discharge or redemption; provided, its Restricted Subsidiaries that such defeasance, discharge or redemption is permitted under this Agreement. In addition, if the Required DDTL Approving Lenders shall have consented (which consent shall not be unreasonably withheld, delayed, conditioned or deniedSection 7.01(n), Administrative Borrower and its Subsidiaries may post cash collateral up to the amount so agreed by the Required DDTL Approving Lenders to secure Debt permitted pursuant to Section 7.01(a)(vi), but only to the extent such Debt is not secured by any Liens on the Collateral that are otherwise permitted under this Section 7.02.

02Liens. Parent Such Obligor will not, nor and will it not permit any Borrower or any of Borrowers’ Restricted its Subsidiaries (in each case, except for the BXCL 701 Subsidiaries following a Permitted BXCL 701 Release Event) to, create, incur, assume or permit to exist any Lien on any property or asset now owned by it or hereafter acquired by itsuch Subsidiary, except: (ia) Liens created under securing the Loan DocumentsObligations; (iib) Permitted Liens; (iii) Liens any Lien on any property or asset of such Obligor or any of its Subsidiaries existing on the Effective Date date hereof and set forth on Schedule 7.13(b) and renewals and extensions thereof in connection with Permitted Refinancings of the Indebtedness being secured by such Lien; provided that (i) no such Lien (including any renewal or extension thereof) shall extend to any other than property or asset of such Obligor or any of its Subsidiaries and (ii) any such Lien shall secure only those obligations which it secures on the date hereof and renewals, extensions and replacements thereof in connection with Permitted Refinancings of the Indebtedness being secured by such Lien that do not increase the outstanding principal amount thereof; 268911794 v5 ​ ​ ​ (c) Liens created securing Indebtedness permitted under the Term Loan Documents or the Convertible Notes DocumentsSection 9.01(j); provided that such Liens are restricted solely to the collateral described in Section 9.01(j); (d) Liens imposed by any Law arising in the Ordinary Course, including (but not limited to) carriers’, warehousemen’s, landlords’, and mechanics’ liens, liens relating to leasehold improvements and other similar Liens arising in the Ordinary Course and which (x) any Lien securing Debt that is do not secured by Collateral constituting Revolving Credit Priority Collateral in excess the aggregate materially detract from the value of $1,000,000, and the property subject thereto or materially impair the use thereof in the operations of the business of such Person or (y) any Lien securing Debt that is secured are being contested in good faith by Revolving Credit Priority Collateralappropriate proceedings, shall only be permitted if set forth on Schedule 7.02, and any modifications, replacements, renewals which proceedings have the effect of preventing the forfeiture or extensions thereof; provided that (1) such modified, replacement, renewal or extension Lien does not extend to any additional property other than (a) after-acquired property that is affixed or incorporated into the property covered by such Lien and (b) proceeds and products thereof, and (2) the obligations secured or benefited by such modified, replacement, renewal or extension Lien are permitted by Section 7.01; (iv) Liens securing Debt permitted under Section 7.01(a)(v); provided that (A) such Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicable) sale of the property subject to such LiensLiens and for which adequate reserves have been made if required in accordance with GAAP; (e) pledges, deposits or other Liens made in the Ordinary Course (Bx) in connection with bids, contract leases, appeal bonds, workers’ compensation, unemployment insurance or other similar social security legislation, or (y) securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to Borrower or any Subsidiary; (f) Liens securing Taxes, assessments and other governmental charges, the payment of which is not yet due or is being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and for which such reserve or other appropriate provisions, if any, as shall be required by GAAP shall have been made; (g) servitudes, easements, rights of way, restrictions and other similar encumbrances on real property imposed by any Law and Liens consisting of zoning or building restrictions, easements, licenses, restrictions on the use of real property or minor imperfections in title thereto which, in the aggregate, are not material, and which do not at in any time encumber any property other than case materially detract from the value of the property financed by such Debt, except for accessions to such property and subject thereto or interfere with the proceeds and ordinary conduct of the products thereof, and business of any lease of such property the Obligors or any of their Subsidiaries; (including accessions thereto) and the proceeds and products thereof and (Ch) with respect to Capital Lease Obligationsany real property, (i) such Liens defects or encroachments as might be revealed by an up-to-date survey of such real property; (ii) the reservations, limitations, provisos and conditions expressed in the original grant, deed or patent of such property by the original owner of such real property pursuant to all applicable Laws; and (iii) rights of expropriation, access or user or any similar right conferred or reserved by or in any Law, which, in the aggregate for clauses (i), (ii) and (iii), are not material, and which do not at in any time extend case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of any of the Obligors or its Subsidiaries; (i) Bankers liens, rights of setoff and similar Liens incurred on deposits made in the Ordinary Course; (j) Liens securing Indebtedness permitted under Section 9.01(l); provided that (i) such Lien is not created in contemplation of or in connection with such Permitted Acquisition pursuant to which such Indebtedness was assumed, (ii) such Lien shall not apply to any other property or cover assets of the Borrower or any assets (except for accessions to or proceeds of such assets) Subsidiary other than the assets subject to such Capital Lease Obligations; provided further Liens 268911794 v5 ​ ​ ​ immediately prior to the consummation of such Permitted Acquisition and (iii) such Lien shall secure only those obligations that individual financings it secured immediately prior to the consummation of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lenderPermitted Acquisition and Permitted Refinancings thereof; (vk) leasesLiens securing Indebtedness permitted under Sections 9.01(p), licenses(q), subleases (r), and (s). (l) any judgment lien or sublicenses granted to others lien arising from decrees or attachments not constituting an Event of Default; (whether on an exclusive or non-exclusive basism) that are Liens arising from precautionary UCC financing statement filings regarding operating leases of personal property and consignment arrangements entered into in the ordinary course of business or that do not interfere in any material respect with the business of Parent, Administrative Borrower and its Subsidiaries, taken as a wholeOrdinary Course; (vin) other Liens not securing borrowed money which secure obligations in an aggregate amount not to exceed $[***] (or the Equivalent Amount in other currencies) at any time outstanding; (o) Liens securing Indebtedness permitted under Section 9.01(m) and which are subject to the Permitted Intercreditor Agreement; (p) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goodsgoods and incurred in the Ordinary Course; (viiq) Liens (A) Permitted Licenses and, solely with respect to assets owned by third parties and licensed or leased to such Obligor or any of a collection bank arising under Section 4-210 its Subsidiaries, retained interests or title of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and licensors or lessors that are within the general parameters customary in the banking industrydo not conflict with such Obligor’s or any such Subsidiaries’ use thereof; (viiir) Liens (A) on cash advances or escrow and Permitted Cash Equivalent Investments securing obligation under Permitted Hedging Agreements; (s) (i) Liens to secure payment of workers’ compensation, employment insurance, old age pensions, social security and other like obligations incurred in the Ordinary Course (other than Liens imposed by ERISA) and (ii) deposits in favor respect of letters of credit, bank guarantees or similar instruments issued for the account of any Obligor or any Subsidiary in the Ordinary Course supporting obligations of the seller type set forth in clause (i) above; (t) Liens solely on any xxxx xxxxxxx money deposits made by Borrower or any of any property to be acquired in an Investment permitted pursuant to Section 7.04 to be applied against the purchase price for such Investment or otherwise Subsidiaries in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 7.05 (including any letter of intent or purchase agreement with in respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition Investment permitted under Section 7.05 in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien;hereunder; and (ix) Liens on property that is not Collateral; (x) Liens granted by a Subsidiary of Administrative Borrower that is not a Loan Party in favor of any Loan Party (other than Parent), Liens granted by a Subsidiary of Administrative Borrower that is not a Loan Party in favor of any Subsidiary of Parent that is not a Loan Party and Liens granted by a Loan Party (other than Parent or any Borrower) in favor of any other Loan Party; (xi) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Subsidiary of Administrative Borrower, in each case after the Effective Date (other than Liens on the Equity Interests of any Person that becomes a Subsidiary of Administrative Borrower); provided that (A) such Lien was not created in contemplation of such acquisition or such Person becoming a Subsidiary of Administrative Borrower, (B) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property subject to a Lien securing Debt and other obligations incurred prior to such time and which Debt and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (C) the Debt secured thereby is permitted under Section 7.01(a)(v); (xii) any interest or title (and all encumbrances and other matters affecting such interest or title) of a lessor, sublessor, licensor or sublicensor or secured by a lessor’s sublessor’s, licensor’s or sublicensor’s interest under leases (other than leases constituting Capital Lease Obligations), subleases, licenses, cross-licenses or sublicense entered into by Parent, any Borrower or any Restricted Subsidiary of a Borrower in the ordinary course of business; (xiiiu) Liens arising out of conditional any sale-leaseback transaction not prohibited by Section 9.14, title retention, consignment or similar arrangements for sale or purchase of goods by Parent, any Borrower or any Restricted Subsidiary of a Borrower in the ordinary course of business; (xiv) so long as such Liens deemed to exist in connection with Investments in repurchase agreements permitted under clause (e) of the definition of the term “Cash Equivalents”; (xv) [reserved]; (xvi) Liens that are contractual rights of setoff (A) relating attach only to the establishment of depository relations with banks not given property sold and being leased in connection with the incurrence of Debt, including liens such transaction and any accessions and additions thereto or rights of set-off arising under the general terms proceeds and conditions of banks with whom any group member maintains a banking relationship in the ordinary course of business; (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Borrowers products thereof and their Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Borrowers or their Restricted Subsidiaries in the ordinary course of business; (xvii) ground leases in respect of real property on which facilities owned or leased by Borrower or any of its Restricted Subsidiaries are located; (xviii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xix) Liens on the Collateral of the Loan Parties securing the Term Loan Debt, provided that such Liens shall be subject to the Intercreditor Agreement; (xx) other Liens which are not on Revolving Credit Priority Collateralrelated property; provided that at the time of incurrence of such Liens and the obligations secured thereby (after giving pro forma effect to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall not exceed $1,000,000; (xxi) [reserved]; (xxii) Liens on the Collateral (or a portion thereof) securing Debt no Lien otherwise permitted under Section 7.01(a)(xxiii); provided that such Liens shall be subject to the Intercreditor Agreement; (xxiii) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof; (i) Liens on Equity Interests of joint ventures securing capital contributions to, or obligations of, such Persons and (ii) customary rights of first refusal and tag, drag and similar rights in joint venture agreements, in each case, in the case any of the foregoing clauses (b), (c), (d), (e) (g), and (i) and through (ii), in the ordinary course p) of business; (xxv) Liens arising in respect of contributions required to be made by a Loan Party (including employee contributions withheld from pay) this Section 9.02 shall apply to any Canadian Pension Plan or Canadian Statutory Plan that that are not yet due to be remitted; and (xxvi) Material Intellectual Property, except for Liens on cash and Cash Equivalents arising in connection with the defeasance, discharge or redemption of Debt for no longer than 60 days prior to such defeasance, discharge or redemption; provided, that such defeasance, discharge or redemption is securing Indebtedness permitted under this Agreement. In addition, if the Required DDTL Approving Lenders shall have consented clause (which consent shall not be unreasonably withheld, delayed, conditioned or denied), Administrative Borrower and its Subsidiaries may post cash collateral up to the amount so agreed by the Required DDTL Approving Lenders to secure Debt permitted pursuant to Section 7.01(a)(vi), but only to the extent such Debt is not secured by any Liens on the Collateral that are otherwise permitted under o) of this Section 7.02.9.02. -83- 268911794 v5 ​ ​ ​

02Liens. Parent will The Borrower shall not, nor will it and shall not permit any Borrower or any of Borrowers’ Restricted Subsidiaries Subsidiary to, create, incurassume or suffer to exist at any time any Lien on or with respect to any of its property or assets, assume whether now owned or hereafter acquired (whether or not provision is made for the equal and ratable securing of the Obligations in accordance with the provisions of Section 6.03 but subject to the limitation on Priority Debt in Section 7.01(c)), except: (a) Liens for taxes not yet delinquent or which are being actively contested in good faith by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP; (b) Liens (other than Liens pursuant to ERISA) incidental to the conduct of its business or the ownership of its property and assets which were not incurred in connection with the borrowing of money or the obtaining of advances of credit (including, without limitation, Liens on vessels or equipment (i) for crew and stevedores wages, (ii) for salvage and general average, (iii) arising by operation of law in the ordinary course of business in operating, maintaining or repairing vessels, and (iv) for damages arising from maritime torts which are unclaimed, or which are claimed and are covered by insurance and any deductible applicable thereto), and which do not in the aggregate materially detract from the value of its property or assets or materially impair the use thereof in the operation of its business; (c) Liens on property or assets of a Subsidiary securing obligations of such Subsidiary to the Borrower or another Subsidiary; (d) Liens encumbering the CCF to the extent incurred to secure the financing by the Borrower or Xxxxxx Navigation of “qualified vessels” as defined in Section 607 of the Merchant Marine Act, 1936, as amended; (e) Liens existing on the Closing Date and listed on Schedule 7.02 and any renewals or extensions thereof, provided that the property covered thereby is not changed; ​ ​ (f) other Liens securing Debt not otherwise permitted by clauses (a) through (e) above, inclusive; provided that the aggregate amount of all Priority Debt does not, at any time, exceed the level prohibited by Section 7.01(c); provided further that, notwithstanding the foregoing, the Borrower shall not, and shall not permit any Subsidiary to, create or permit to exist any Lien on any property securing Debt outstanding or asset now owned or hereafter acquired by it, except: (i) Liens created issued under the Loan DocumentsNote Purchase Agreements (other than cash collateral in an amount, for each such Note Purchase Agreement, not to exceed the amount of Cash Collateral being provided by the Borrower and its Subsidiaries pursuant to Section 2.15) unless and until the Obligations shall be secured equally and ratably with such Debt pursuant to an agreement or agreements (including security agreements and similar collateral documents and an intercreditor agreement) reasonably acceptable to the Required Lenders; (ii) Permitted Liens; (iii) Liens existing on the Effective Date (other than Liens created under the Term Loan Documents or the Convertible Notes Documents); provided that (xg) any Lien securing Debt that is not secured by Collateral constituting Revolving Credit Priority Collateral in excess of $1,000,000, and (y) any Lien securing Debt that is secured by Revolving Credit Priority Collateral, shall only be permitted if set forth on Schedule 7.02, and any modifications, replacements, renewals or extensions thereof; provided that (1) such modified, replacement, renewal or extension Lien does not extend to any additional property other than (a) after-acquired property that is affixed or incorporated into the property covered by such Lien and (b) proceeds and products thereof, and (2) the obligations secured or benefited by such modified, replacement, renewal or extension Lien are permitted by Section 7.01; (iv) Liens securing Debt permitted under Section 7.01(a)(v); provided that (A) such Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (B) such Liens do not at any time encumber any property other than the property financed by such Debt, except for accessions to such property and the proceeds and the products thereof, and any lease of such property (including accessions thereto) and the proceeds and products thereof and (C) with respect to Capital Lease Obligations, such Liens do not at any time extend to or cover any assets (except for accessions to or proceeds of such assets) other than the assets subject to such Capital Lease Obligations; provided further that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (v) leases, licenses, subleases or sublicenses granted to others (whether on an exclusive or non-exclusive basis) that are entered into in the ordinary course of business or that do not interfere in any material respect with the business of Parent, Administrative Borrower and its Subsidiaries, taken as a whole; (vi) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (vii) Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 7.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 7.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 7.05 in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (ix) Liens on property that is not Collateral; (x) Liens granted by a Subsidiary of Administrative Borrower that is not a Loan Party in favor of any Loan Party (other than Parent), Liens granted by a Subsidiary of Administrative Borrower that is not a Loan Party in favor of any Subsidiary of Parent that is not a Loan Party and Liens granted by a Loan Party (other than Parent or any Borrower) in favor of any other Loan Party; (xi) Liens constitute Debt existing on property at the time of its acquisition or existing on the any property of any Person at the time such Person it becomes a Subsidiary, or existing prior to the time of acquisition upon any property acquired by the Borrower or any Subsidiary through purchase, merger or consolidation or otherwise, whether or not assumed by the Borrower or such Subsidiary; provided that any such Lien shall not encumber any other property of Administrative Borrower, in each case after the Effective Date Borrower or such Subsidiary (other than Liens on the Equity Interests of any Person that becomes a Subsidiary of Administrative Borrower); provided that (A) such Lien was not created in contemplation proceeds of such acquisition or such Person becoming a Subsidiary of Administrative Borrower, (B) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property subject to a Lien securing Debt and other obligations incurred prior to such time and which Debt and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (C) the Debt secured thereby is permitted under Section 7.01(a)(v); (xiih) any interest or title (and all encumbrances and other matters affecting such interest or title) of a lessor, sublessor, licensor or sublicensor or secured by a lessor’s sublessor’s, licensor’s or sublicensor’s interest under leases (other than leases constituting Capital Lease Obligations), subleases, licenses, cross-licenses or sublicense entered into by Parent, any Borrower or any Restricted Subsidiary of a Borrower in the ordinary course of business; (xiii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods by Parent, any Borrower or any Restricted Subsidiary of a Borrower in the ordinary course of business; (xiv) Liens deemed to exist in connection with Investments in repurchase agreements permitted under clause (e) of the definition of the term “Cash Equivalents”; (xv) [reserved]; (xvi) Liens that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Debt, including liens or rights of set-off arising under the general terms and conditions of banks with whom any group member maintains a banking relationship in the ordinary course of business; (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Borrowers and their Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Borrowers or their Restricted Subsidiaries in the ordinary course of business; (xvii) ground leases in respect of real property on which facilities owned or leased by Borrower or any of its Restricted Subsidiaries are located; (xviii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xix) Liens on the Collateral of the Loan Parties securing the Term Loan Debt, provided that such Liens shall be subject to the Intercreditor Agreement; (xxi) other Liens which are securing obligations that do not on Revolving Credit Priority Collateral; constitute Debt provided that at the time of incurrence aggregate amount of such Liens and the obligations secured thereby (after giving pro forma effect to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall does not exceed $1,000,000; 25,000,000 at any time outstanding and (xxiii) [reserved]; (xxii) other Liens on the Collateral (or a portion thereof) securing obligations that do not constitute Debt permitted under Section 7.01(a)(xxiii); provided that the aggregate fair market value (as reasonably determined by the Borrower acting in good faith) of all assets subject to all such Liens shall be subject to the Intercreditor Agreement; (xxiii) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof;does not exceed $25,000,000; and (i) Liens on Equity Interests of joint ventures securing capital contributions to, or obligations of, such Persons and (ii) customary rights of first refusal and tag, drag and similar rights in joint venture agreements, in each case, in the case of the foregoing clauses (i) and (ii), in the ordinary course of business; (xxv) Liens arising in respect of contributions required to be made by a Loan Party (including employee contributions withheld from pay) any Lien pursuant to any Canadian Pension Plan or Canadian Statutory Plan that that are not yet due to be remitted; and (xxvi) Liens on cash and Cash Equivalents arising in connection with the defeasance, discharge or redemption of Debt for no longer than 60 days prior to such defeasance, discharge or redemption; provided, that such defeasance, discharge or redemption is permitted under this Agreement. In addition, if the Required DDTL Approving Lenders shall have consented (which consent shall not be unreasonably withheld, delayed, conditioned or denied), Administrative Borrower and its Subsidiaries may post cash collateral up to the amount so agreed by the Required DDTL Approving Lenders to secure Debt permitted pursuant to Section 7.01(a)(vi), but only to the extent such Debt is not secured by any Liens on the Collateral that are otherwise permitted under this Section 7.02Loan Document.

02Liens. Parent Such Obligor will not, nor and will it not permit any Borrower or any of Borrowers’ Restricted its Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by DMS 17185250.10 ​ it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (ia) Liens created under securing the Loan DocumentsObligations; (iib) Permitted Liens; (iii) Liens any Lien on any property or asset of Parent Guarantor or any of its Subsidiaries existing on the Effective Closing Date (other than Liens created under the Term Loan Documents or the Convertible Notes Documentsand set forth in Part II of Schedule 7.13(b); provided that (xi) any no such Lien securing Debt that is not secured by Collateral constituting Revolving Credit Priority Collateral in excess of $1,000,000, and (y) any Lien securing Debt that is secured by Revolving Credit Priority Collateral, shall only be permitted if set forth on Schedule 7.02, and any modifications, replacements, renewals or extensions thereof; provided that (1) such modified, replacement, renewal or extension Lien does not extend to any additional other property other than or asset of Parent Guarantor or any of its Subsidiaries and (aii) after-acquired property that is affixed or incorporated into the property covered by any such Lien shall secure only those obligations which it secures on the Closing Date hereof and (b) proceeds extensions, renewals and products replacements thereof that do not increase the outstanding principal amount thereof, and (2) the obligations secured or benefited by such modified, replacement, renewal or extension Lien are permitted by Section 7.01; (iv) Liens securing Debt permitted under Section 7.01(a)(v); provided that (A) such Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (B) such Liens do not at any time encumber any property other than the property financed by such Debt, except for accessions to such property and the proceeds and the products thereof, and any lease of such property (including accessions thereto) and the proceeds and products thereof and (C) with respect to Capital Lease Obligations, such Liens do not at any time extend to or cover any assets (except for accessions to or proceeds of such assets) other than the assets subject to such Capital Lease Obligations; provided further that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (v) leases, licenses, subleases or sublicenses granted to others (whether on an exclusive or non-exclusive basis) that are entered into in the ordinary course of business or that do not interfere in any material respect with the business of Parent, Administrative Borrower and its Subsidiaries, taken as a whole; (vi) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (vii) Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 7.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 7.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 7.05 in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (ix) Liens on property that is not Collateral; (x) Liens granted by a Subsidiary of Administrative Borrower that is not a Loan Party in favor of any Loan Party (other than Parent), Liens granted by a Subsidiary of Administrative Borrower that is not a Loan Party in favor of any Subsidiary of Parent that is not a Loan Party and Liens granted by a Loan Party (other than Parent or any Borrower) in favor of any other Loan Party; (xi) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Subsidiary of Administrative Borrower, in each case after the Effective Date (other than Liens on the Equity Interests of any Person that becomes a Subsidiary of Administrative Borrower); provided that (A) such Lien was not created in contemplation of such acquisition or such Person becoming a Subsidiary of Administrative Borrower, (B) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property subject to a Lien securing Debt and other obligations incurred prior to such time and which Debt and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (C) the Debt secured thereby is permitted under Section 7.01(a)(v); (xii) any interest or title (and all encumbrances and other matters affecting such interest or title) of a lessor, sublessor, licensor or sublicensor or secured by a lessor’s sublessor’s, licensor’s or sublicensor’s interest under leases (other than leases constituting Capital Lease Obligations), subleases, licenses, cross-licenses or sublicense entered into by Parent, any Borrower or any Restricted Subsidiary of a Borrower in the ordinary course of business; (xiii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods by Parent, any Borrower or any Restricted Subsidiary of a Borrower in the ordinary course of business; (xiv) Liens deemed to exist in connection with Investments in repurchase agreements permitted under clause (e) of the definition of the term “Cash Equivalents”; (xvc) [reserved]; (xvid) Liens securing Indebtedness permitted under Section 9.01(h); provided that such Liens are contractual rights of setoff (A) relating restricted solely to the establishment fixed or capital assets, the acquisition, repair, improvement or construction of depository relations with banks not given in connection with the incurrence of Debt, including liens or rights of set-off arising which is being financing under the general terms and conditions of banks with whom any group member maintains a banking relationship in the ordinary course of business; Section 9.01(h); (Be) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations Liens imposed by law which were incurred in the ordinary course of business securing liabilities in the aggregate amount not to exceed $25,000, including (but not limited to) carriers’, warehousemen’s and mechanics’ liens and other similar liens arising in the ordinary course of Borrowers business and their Restricted Subsidiaries which (x) do not in the aggregate materially detract from the value of the Property subject thereto or materially impair the use thereof in the operations of the business of such Person or (y) are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the Property subject to such liens and for which adequate reserves have been made if required in accordance with GAAP; (f) pledges or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other similar social security legislation; (g) Liens securing Taxes, assessments and other governmental charges, the payment of which is not yet due or is being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and for which such reserve or other appropriate provisions, if any, as shall be required by GAAP shall have been made; (h) servitudes, easements, rights of way, restrictions and other similar encumbrances on real Property imposed by applicable Laws and encumbrances consisting of zoning or building restrictions, easements, licenses, restrictions on the use of property or minor imperfections in title thereto which, in the aggregate, are not material, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of any of the Obligors; (i) with respect to any real Property, (A) such defects or encroachments as might be revealed by an up-to-date survey of such real Property; (B) the reservations, limitations, provisos and conditions expressed in the original grant, deed or patent of such property by the original owner of such real Property pursuant to applicable Laws; and (C) relating to purchase orders rights of expropriation, access or user or any similar right conferred or reserved by or in applicable Laws, which, in the aggregate for (A), (B) and other agreements entered into (C), are not material, and which do not in any case materially detract DMS 17185250.10 ​ from the value of the property subject thereto or interfere with customers the ordinary conduct of Borrowers or their Restricted Subsidiaries the business of any of the Obligors; (j) Bankers liens, rights of setoff and similar Liens incurred on deposits made in the ordinary course of business; (xvii) ground leases in respect of real property on which facilities owned or leased by Borrower or any of its Restricted Subsidiaries are located; (xviiik) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xix) Liens on the Collateral of the Loan Parties securing the Term Loan Debt, provided that such Liens shall be subject to the Intercreditor Agreement; (xx) other Liens which are not on Revolving Credit Priority Collateral; provided that at the time of incurrence of such Liens and the obligations secured thereby (after giving pro forma effect to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall not exceed $1,000,000; (xxi) [reserved]; (xxii) Liens on the Collateral (or a portion thereof) securing Debt Indebtedness permitted under Section 7.01(a)(xxiii9.01(g); provided that such Liens shall be subject only attach to cash collateral located in an account of an Obligor held at the Intercreditor Agreement;lender of such Indebtedness in an amount not to exceed $375,000 at any one time; or (xxiii) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof; (il) Liens on Equity Interests arising from judgments, decrees or attachments in circumstances not constituting an Event of joint ventures securing capital contributions to, or obligations of, such Persons and (ii) customary rights of first refusal and tag, drag and similar rights in joint venture agreements, in each case, in the case Default; provided that no Lien otherwise permitted under any of the foregoing clauses Sections 9.02(b) through (il) and (ii), in the ordinary course of business; (xxv) Liens arising in respect of contributions required to be made by a Loan Party (including employee contributions withheld from pay) shall apply to any Canadian Pension Plan or Canadian Statutory Plan that that are not yet due to be remitted; and (xxvi) Liens on cash and Cash Equivalents arising in connection with the defeasance, discharge or redemption of Debt for no longer than 60 days prior to such defeasance, discharge or redemption; provided, that such defeasance, discharge or redemption is permitted under this Agreement. In addition, if the Required DDTL Approving Lenders shall have consented (which consent shall not be unreasonably withheld, delayed, conditioned or denied), Administrative Borrower and its Subsidiaries may post cash collateral up to the amount so agreed by the Required DDTL Approving Lenders to secure Debt permitted pursuant to Section 7.01(a)(vi), but only to the extent such Debt is not secured by any Liens on the Collateral that are otherwise permitted under this Section 7.02Material Intellectual Property.