Common use of 02Liens Clause in Contracts

02Liens. No Loan Party will, nor will it permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, except: (a) Permitted Encumbrances; (b) Liens created pursuant to any Loan Document; (c) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02, including any extensions or amendments thereof; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary (other than proceeds) and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof permitted under Section 6.01(b); (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 date hereof prior to the time such Person becomes a Subsidiary; 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 proceeds) 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 extensions, renewals and replacements thereof permitted pursuant to Section 6.01; (e) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (g) of Section 6.01, (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 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 any other property or assets of the Borrower or any Subsidiary; (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 deposits made in the ordinary course of business; (h) 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 to secure payment of customs duties in connection with the importation of goods; (k) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business; (l) 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 of goods by Borrower or any Subsidiaries in the ordinary course of business; (r) Liens constituting a renewal, extension or replacement of any Permitted Encumbrance; (s) Liens securing any Indebtedness financing real estate acquisitions and improvements to the extent permitted under Section 6.01(m); and (t) other Liens, provided that, as of the Effective Date or immediately after giving pro forma effect to the creation, incurrence or assumption of any such Lien or of any Indebtedness secured in reliance on this clause (u) and any substantially concurrent use of proceeds thereof, the aggregate amount of Indebtedness secured by such Lien shall not exceed $7,500,000 and to the extent such Indebtedness is 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 permitted under clause (a) of the definition of “Permitted Encumbrances” and Section 6.02(g), or (ii) assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof.

02Liens. No Loan Party willParent will not, nor will it permit any Subsidiary 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: (ai) Permitted EncumbrancesLiens created under the Loan Documents; (bii) Liens created pursuant to any Loan DocumentPermitted Liens; (ciii) 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 on securing Debt that is not secured by Collateral constituting Revolving Credit Priority Collateral in excess of $1,000,000, and (y) any property or asset of the Borrower or any Subsidiary existing on the date hereof and Lien securing Debt that is secured by Revolving Credit Priority Collateral, shall only be permitted if set forth in on Schedule 6.027.02, including and any modifications, replacements, renewals or extensions or amendments thereof; provided that (i1) such modified, replacement, renewal or extension Lien shall does not apply extend to any other additional property or asset of the Borrower or any Subsidiary (other than proceeds(a) after-acquired property that is affixed or incorporated into the property covered by such Lien and (iib) proceeds and products thereof, and (2) the obligations secured or benefited by such modified, replacement, renewal or extension Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof are permitted by Section 7.01; (iv) Liens securing Debt permitted under Section 6.01(b7.01(a)(v); (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 date hereof prior to the time such Person becomes a Subsidiary; provided that (iA) such Lien is not created in contemplation Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicable) of or in connection with the property subject to such acquisition or such Person becoming a Subsidiary, as the case may beLiens, (iiB) such Lien shall Liens do not apply to at any other time encumber any property or assets of the Borrower or any Subsidiary (other than proceedsthe 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 (iiiC) with respect to Capital Lease Obligations, such Lien shall secure only those obligations which it secures on the date Liens do not at any time extend to or cover any assets (except for accessions to or proceeds of such acquisition or assets) other than the date assets subject to such Person becomes a Subsidiary, as the case Capital Lease Obligations; provided further that individual financings of equipment provided by one lender may be and extensions, renewals and replacements thereof permitted pursuant cross collateralized to Section 6.01other financings of equipment provided by such lender; (ev) Liens leases, licenses, subleases or sublicenses granted to others (whether on fixed an exclusive or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided non-exclusive basis) that (i) such security interests secure Indebtedness permitted by clause (g) of Section 6.01, (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 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 any other property or assets of the Borrower or any Subsidiary; (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 deposits made entered into in the ordinary course of businessbusiness or that do not interfere in any material respect with the business of Parent, Administrative Borrower and its Subsidiaries, taken as a whole; (h) 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; (jvi) 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; (kvii) purported Liens evidenced by (A) of a collection bank arising under Section 4-210 of the filing Uniform Commercial Code on items in the course of precautionary UCC financing statements relating 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 operating 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 of personal property (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; (l) 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; (qxiii) 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; (rxvii) Liens constituting a renewal, extension ground leases in respect of real property on which facilities owned or replacement leased by Borrower or any of any Permitted Encumbranceits Restricted Subsidiaries are located; (sxviii) Liens on insurance policies and the proceeds thereof securing any Indebtedness the financing real estate acquisitions and improvements 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 extent permitted under Section 6.01(m); andIntercreditor Agreement; (txx) other Liens, Liens which are not on Revolving Credit Priority Collateral; provided that, as that at the time of incurrence of such Liens and the Effective Date or immediately obligations secured thereby (after giving pro forma effect to the creation, incurrence or assumption of any such Lien or obligations) the aggregate outstanding face amount of any Indebtedness obligations secured by Liens existing in reliance on this clause (uxx) and any substantially concurrent use of proceeds thereof, the aggregate amount of Indebtedness secured by such Lien shall not exceed $7,500,000 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 Indebtedness Debt is not secured by any Liens on the Collateral that are otherwise permitted under this 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 permitted under clause (a) of the definition of “Permitted Encumbrances” and Section 6.02(g), or (ii) assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof7.02.

02Liens. No Loan Party willNot, nor will it and not permit any Restricted 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: (a) Permitted EncumbrancesLiens for taxes, assessments or other governmental charges which are not yet due and payable or the payment of which is not at the time required by Section 6.04; (b) statutory Liens created pursuant to any Loan Documentof landlords and Liens of carriers, warehousemen, mechanics, materialmen and other similar Liens, in each case 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 which is being contested in good faith by appropriate proceedings; (c) Liens (other than any Lien on any property imposed by ERISA) incurred or asset deposits made in the ordinary course of the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02, including any extensions or amendments thereof; provided that business (i) such Lien shall not apply in connection with workers’ compensation, unemployment insurance and other types of social security or retirement benefits, or (ii) to any other property secure (or asset to obtain letters of credit that secure) the Borrower or any Subsidiary performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than proceeds) Capital Leases), performance bonds, purchase, construction or sales contracts and (ii) such Lien shall secure only those obligations which it secures on other similar obligations, in each case not incurred or made in connection with the date hereof and extensionsborrowing of money, renewals and replacements thereof permitted under Section 6.01(b)the obtaining of advances or credit or the payment of the deferred purchase price of property; (d) any Lien existing on any property or asset prior to the acquisition thereof Liens securing Nonrecourse Debt incurred by the Borrower or any Restricted Subsidiary (or existing on any property or asset of any Person that becomes a in which the Borrower or any Restricted Subsidiary after shall be the date hereof prior to the time such Person becomes a Subsidiary; beneficial owner), provided that (i) 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 any such stay, or could not created in contemplation of or in connection with such acquisition or such Person becoming reasonably be expected to have a Subsidiary, as the case may be, Material Adverse Effect; (iif) such Lien shall not apply to any other Liens on property or assets of the Borrower or any Subsidiary of its Restricted Subsidiaries securing Debt owing to the Borrower or to another Restricted Subsidiary; (g) [Reserved]; (h) 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 ordinary conduct of the business of the Borrower or any of its Restricted Subsidiaries, provided that such Liens do not, in the aggregate, Materially detract from the value of such property; (i) the interest of the lessor of any property subject to a lease (other than proceedsa Capital Lease) and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition property under which the Borrower or the date any Restricted Subsidiary is lessee, whether or not such Person becomes interest is protected by a Subsidiary, as the case may be and extensions, renewals and replacements thereof permitted pursuant to Section 6.01precautionary filing; (ej) Liens any Lien existing on fixed property of a Person immediately prior to its being consolidated with or capital assets acquiredmerged into the Borrower or a Restricted Subsidiary or its becoming a Restricted Subsidiary, constructed or improved any Lien existing on any property acquired by the Borrower or any Subsidiary; 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 security interests 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) each such Lien shall extend solely to the item or items of 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 Indebtedness 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 (B) the fair market value (as determined in 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 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 clause paragraphs (g), (j) and (k) of this Section 6.017.02, 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 security interests Lien is not extended to any other property, and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost immediately after such extension, renewal or refunding no Default or Event 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 any Subsidiary; (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 deposits made in the ordinary course of business; (h) 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 to secure payment of customs duties in connection with the importation of goods; (k) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business; (l) Liens arising by operation of law or contract on insurance policies and proceeds thereof to secure premiums payable thereunderDefault would exist; (m) Liens arising solely on notes or accounts receivable sold by the Borrower or any xxxx xxxxxxx money depositsRestricted Subsidiary (or any related security, escrow arrangements collections or similar arrangements made proceeds with respect thereto or, if applicable, any segregated bank account established for the purpose of holding, among other things, collections and proceeds with respect to such accounts receivable), incurred pursuant to Permitted Receivables Transactions; provided, that the unpaid principal amount of Debt or other obligations secured by such Liens shall not exceed $150,000,000 at any time outstanding; and (n) Liens securing Debt of the Borrower or any of its Restricted 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 of goods by Borrower or any Subsidiaries in the ordinary course of business; (r) Liens constituting a renewal, extension or replacement of any Permitted Encumbrance; (s) Liens securing any Indebtedness financing real estate acquisitions and improvements to the extent permitted under Section 6.01(m); and (t) other Liens, provided that, as of the Effective Date or immediately after giving pro forma effect to the creation, incurrence or assumption of any such Lien or of any Indebtedness secured in reliance on this clause (u) and any substantially concurrent use of proceeds thereof, the aggregate amount of Indebtedness secured by such Lien shall not exceed $7,500,000 and to the extent such Indebtedness that is permitted under Section 6.01(o7.01(n). 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 permitted under clause (a) of the definition of “Permitted Encumbrances” and Section 6.02(g), or (ii) assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof.

02Liens. No Loan Party will, nor will it permit any Restricted 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: (a) Permitted Encumbrances; (b) Liens created pursuant to any Loan Document; (b) Permitted Encumbrances; (c) any Lien on any property or asset of the Borrower Holdings or any Restricted Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided, including any extensions or amendments thereof; provided that (i) such Lien shall not apply to any other property or asset of the Borrower Holdings or any such Restricted Subsidiary (other than proceeds) 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 date hereof Effective Date prior to the time such Person becomes a SubsidiaryRestricted Subsidiary (or is so merged or consolidated); provided provided, that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a SubsidiaryRestricted Subsidiary (or such merger or consolidation), as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary (other than proceeds) 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 SubsidiaryRestricted Subsidiary (or is so merged or consolidated), as the case may be 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 pursuant to under Section 6.01;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 provided, that (i) such security interests Liens secure Indebtedness permitted by clause (ge) of Section 6.016.01 and obligations relating thereto not constituting Indebtedness, (ii) such security interests Liens and the any Indebtedness secured thereby are incurred prior to or within 90 180 days after such acquisition or the completion of such construction or improvement; provided that this clause (ii) 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 such Indebtedness, (iii) the 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 any such Restricted Subsidiary; (f) Liens of a collecting bank arising out in the ordinary course of Sale and Leaseback Transactions permitted by business under Section 6.114-208 of the Uniform Commercial Code in effect in the relevant jurisdiction covering only the items being collected upon; (g) bankers liens, rights Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of set-off and similar Liens incurred on deposits made the Borrower or another Loan Party in the ordinary course respect of businessIndebtedness owed by such Restricted Subsidiary; (h) Liens on deposits pursuant to Swap Agreements to secure obligations thereunder to arising by operation of law under Article 2 of the extent such Swap Agreements are permitted hereunderUniform Commercial Code in favor of a reclaiming seller of goods or buyer of goods; (i) leasesbroker’s Liens, subleasesbankers’ Liens, rights of setoff and non-exclusive licenses other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or sublicenses more accounts maintained by the Borrower or any Restricted Subsidiary, in each case, granted to third parties in the ordinary course of businessbusiness in favor of the bank or banks with which such accounts are maintained, including any such Liens or rights of setoff securing amounts owing in the ordinary course of business to such bank with respect to cash management 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 Agreementoperating account arrangements, including those involving pooled accounts and netting arrangements; (j) licenses, sub-licenses and other similar encumbrances incurred in the ordinary course of business or that do not materially interfere with the ordinary conduct of the business of the Borrower or any Restricted Subsidiary; (k) 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 law to secure payment of customs duties in connection with the importation of goods; (k) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business; (l) Liens arising by operation of law on cash or contract on insurance policies and proceeds thereof to secure premiums payable thereunder; (m) Liens arising solely on any xxxx Cash Equivalents constituting xxxxxxx money deposits, escrow arrangements or similar arrangements made by the Borrower or any of its Subsidiaries Restricted Subsidiary in connection with any letter of intent or purchase agreement for a Permitted Acquisition or other investments to the extent permitted hereunderunder Section 6.04; (nm) Liens solely on Cash Collateral securing Indebtedness consisting of reimbursement obligations in connection with cash collateral for letters respect of credit securing real property leasesthe Existing Letter of Credit permitted pursuant to Section 6.01(v); (oi) 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 Equity Interests or other assets in a transaction permitted under Section 6.126.05, customary rights and restrictions contained in agreements relating to such sale or transfer pending the completion thereofthereof 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 that is not a Loan Party in respect of Indebtedness permitted to be incurred by such Subsidiary under Section 6.01; (p) Liens on insurance policies and the proceeds thereof granted in the ordinary course of business to secure the financing of insurance premiums with respect thereto under Section 6.01(t); (q) purported Liens arising out evidenced by the filing of conditional sale, title retention, consignment precautionary UCC financing statements or similar arrangements for sale of goods by Borrower or any Subsidiaries in the ordinary course of businessprecautionary public filings; (r) Liens constituting a renewal, extension Ground leases in respect of real property on which facilities owned or replacement of leased by any Permitted EncumbranceLoan Party or any Subsidiary are located; (s) Liens securing any to secure Indebtedness financing real estate acquisitions and improvements to the extent permitted under Section 6.01(m6.01(r); and (t) other Liens, provided that, as of the Effective Date or immediately after giving pro forma effect to the creation, incurrence or assumption of any such Lien or of any Indebtedness secured in reliance on this clause (u) and any substantially concurrent use of proceeds thereof, the aggregate amount of Indebtedness secured by such Lien shall not exceed $7,500,000 and to the extent such Indebtedness is 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 permitted under clause (a) of the definition of “Permitted Encumbrances” and Section 6.02(g), or (ii) assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof.

02Liens. No Loan Party will, nor will it permit any Subsidiary to, createCreate, incur, assume or permit or suffer to exist exist, directly or indirectly, any Lien on any property or asset now owned or hereafter acquired by it, except:except the following (collectively, the "Permitted Liens"): (a) Permitted Encumbrancesinchoate Liens for taxes, assessments or governmental charges or levies not yet due and payable or delinquent and Liens for taxes, assessments or governmental charges or levies, which are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, which proceedings (or orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such Lien; (b) Liens created pursuant to any Loan Document; (c) any Lien on any in respect of property or asset of the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02, including any extensions or amendments thereof; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary (other than proceeds) and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof permitted under Section 6.01(b); (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 date hereof prior to the time such Person becomes a Subsidiary; provided that (i) such Lien is not created in contemplation Company Entity imposed by Requirements of or in connection with such acquisition or such Person becoming a SubsidiaryLaw, 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 proceeds) 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 extensions, renewals and replacements thereof permitted pursuant to Section 6.01; (e) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (g) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are were incurred prior to or 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 any other property or assets of the Borrower or any Subsidiary; (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 deposits made in the ordinary course of business; (h) business and do not secure Indebtedness for borrowed money, including carriers', warehousemen's, materialmen's, landlords', workmen's, suppliers', repairmen's and mechanics' 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 other similar Liens arising in the ordinary course of business, and exclusive licenses granted (i) which do not in the aggregate materially detract from the value of the property of the Company Entities, taken as a whole, and do not materially impair the use thereof in the operation of the business of the Company Entities, taken as a whole, and (ii) which, if they secure obligations that are then due and unpaid, are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, which proceedings (or orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to third parties provided that any such Lien; (c) any Lien in existence on the Closing Date and set forth on Schedule 6.02(c) or to the extent not listed in such schedule, where such property or assets have a fair market value of all property for which exclusive licenses are granted shall that does not exceed $10,000,000 at 10 million in the aggregate and any time during Lien granted as a replacement or substitute therefor; provided that any such replacement or substitute Lien (i) secures the term of this Agreementsame Indebtedness secured by such existing Lien on the Closing Date and refinancing Indebtedness in respect thereof permitted by Section 6.01(a)(iii)(A), and (ii) does not encumber any property other than the property subject to such existing Lien on the Closing Date (any such Lien, an "Existing Lien"); (jd) Liens arising out of judgments, attachments or awards not resulting in favor a Default or an Event of customs and revenue authorities arising as a matter Default; (e) Liens (other than any Lien imposed by ERISA) (x) imposed by Requirements of Law to secure payment or deposits made in connection therewith in the ordinary course of customs duties business in connection with workers' compensation, unemployment insurance and other types of social security legislation, (y) incurred in the importation ordinary course of goodsbusiness to secure the performance of tenders, statutory obligations (other than excise taxes), surety, stay, customs and appeal bonds, statutory bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (exclusive of Indebtedness or other obligations for the payment of borrowed money) or (z) arising by virtue of deposits made in the ordinary course of business to secure liability for premiums to insurance carriers; provided that with respect to clauses (x), (y) and (z) of this clause (f), such Liens are for amounts not yet due and payable or delinquent or, to the extent such amounts are so due and payable, such amounts are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, which proceedings for orders entered in connection with such proceedings have the effect of preventing the forfeiture or sale of the property subject to any such Lien; (kf) purported Liens evidenced Leases of the properties of any Company Entity granted by the filing of precautionary UCC financing statements relating solely such Company Entity to operating leases of personal property third parties, in each case entered into in the ordinary course of businesssuch Company Entity's business so long as such Leases do not, individually or in the aggregate, interfere in any material respect with the ordinary conduct of the business of any Company Entity; (l) 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; (qg) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by Borrower or any Subsidiaries Company Entity in the ordinary course of businessbusiness in accordance with the past practices of such Company Entity; (rh) Other Liens constituting a renewalsecuring Indebtedness, extension or replacement including Indebtedness incurred (x) pursuant to Section 6.01(c) provided that any such Liens attach only to the property being so financed and do not encumber any other property of any Permitted Encumbrance; Company Entity and (sy) Liens securing any Indebtedness financing real estate acquisitions and improvements pursuant to the extent permitted under Section 6.01(m); and (t) other Liensprovided, provided thathowever, as of that in no event shall the Effective Date Borrower or immediately after giving pro forma effect to the creation, incurrence or assumption of any such Lien or of any Indebtedness secured in reliance on this clause (u) and any substantially concurrent use of proceeds thereof, the aggregate amount of Indebtedness secured by such Lien shall not exceed $7,500,000 and to the extent such Indebtedness is permitted under Section 6.01(o). Notwithstanding the foregoing, no Subsidiary that is a Massachusetts Securities Corporation shall (i) create, incur, incur or assume or suffer or permit to exist any Lien on any of its property if, after giving effect thereto or asset now owned as a result thereof, the aggregate principal amount of Priority Debt then outstanding would exceed $75.0 million; (i) Liens in favor of a lessor or hereafter acquired by it, except for sublessor not securing Indebtedness limited to personal property assets and fixtures located within the leased property; (j) Liens securing Indebtedness incurred pursuant to Section 6.01(l) provided that any such Liens permitted under clause attach only to the auction rate securities being so financed and do not encumber any other property of any Company Entity; (ak) Liens on or in cash or Cash Equivalents (i) securing Indebtedness in respect of the definition commercial or trade letters of “Permitted Encumbrances” and credit incurred pursuant to Section 6.02(g6.01(j)(ii), or and (ii) assign or sell any income or revenues (including accounts receivable) or rights in an aggregate amount not in excess of $10.0 million securing Indebtedness in respect of standby letters of credit incurred pursuant to Section 6.01(d); (l) bankers' Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by any Company Entity, in each case in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; provided that, unless such Liens are non-consensual and arise by operation of law, in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness; (m) licenses of Intellectual Property granted by any Company Entity in the ordinary course of business and not interfering in any material respect with the ordinary conduct of business of the Company Entities; (n) deposits and other Liens to secure the performance of bids, trade contracts (other than for Indebtedness), leases, 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 the Borrower or any Subsidiary in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business; and (o) Liens in favor of any Company Entity.

02Liens. No Loan Party willSuch Obligor will not, nor and will it not permit any Subsidiary of 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: (a) Permitted EncumbrancesLiens securing the Obligations; (b) Liens created pursuant to any Loan Document; (c) any Lien on any property or asset of the Borrower such Obligor or any Subsidiary of its Subsidiaries existing on the date hereof and set forth on Schedule 7.13(b) and renewals and extensions thereof in Schedule 6.02, including any extensions or amendments thereofconnection with Permitted Refinancings of the Indebtedness being secured by such Lien; provided that (i) no such Lien (including any renewal or extension thereof) shall not apply extend to any other property or asset of the Borrower such Obligor or any Subsidiary (other than proceeds) of its Subsidiaries and (ii) any such Lien shall secure only those obligations which it secures on the date hereof and extensionsrenewals, 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 securing Indebtedness permitted under Section 6.01(b9.01(j); provided that such Liens are restricted solely to the collateral described in Section 9.01(j); (d) Liens imposed by any Lien existing on 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) do not in the aggregate materially detract from the value of the property subject thereto or asset prior 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; (e) pledges, deposits or other Liens made in the acquisition thereof by Ordinary Course (x) 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 Subsidiary; (f) Liens securing Taxes, assessments and other governmental charges, the payment of which is not yet due or existing 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 asset 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 Person that becomes a Subsidiary after of the Obligors or any of their Subsidiaries; (h) with respect to any real property, (i) such defects or encroachments as might be revealed by an up-to-date hereof prior 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 time such Person becomes a Subsidiaryaggregate for clauses (i), (ii) and (iii), 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 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 acquisition or Permitted Acquisition pursuant to which such Person becoming a Subsidiary, as the case may beIndebtedness was assumed, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary (other than proceeds) the assets subject to such Liens 268911794 v5 ​ ​ ​ immediately prior to the consummation of such Permitted Acquisition and (iii) such Lien shall secure only those obligations which that it secures on secured immediately prior to the date consummation of such acquisition or the date such Person becomes a Subsidiary, as the case may be Permitted Acquisition and extensions, renewals and replacements thereof permitted pursuant to Section 6.01Permitted Refinancings thereof; (ek) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests secure securing Indebtedness permitted by clause (g) of Section 6.01under Sections 9.01(p), (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 construction or improvementq), (iii) the Indebtedness secured thereby does not exceed the cost of acquiringr), constructing or improving such fixed or capital assets and (ivs). (l) such security interests shall any judgment lien or lien arising from decrees or attachments not apply to any other property or assets constituting an Event of the Borrower or any SubsidiaryDefault; (fm) Liens arising out from precautionary UCC financing statement filings regarding operating leases of Sale personal property and Leaseback Transactions permitted by Section 6.11consignment arrangements entered into in the Ordinary Course; (gn) bankers liens, rights of set-off and similar other Liens incurred on deposits made not securing borrowed money which secure obligations in an aggregate amount not to exceed $[***] (or the ordinary course of businessEquivalent Amount in other currencies) at any time outstanding; (ho) Liens on deposits pursuant to Swap Agreements to secure obligations thereunder securing Indebtedness permitted under Section 9.01(m) and which are subject 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 Permitted Intercreditor Agreement; (jp) 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 goodsgoods and incurred in the Ordinary Course; (kq) purported Liens evidenced Permitted Licenses and, solely with respect to assets owned by the filing third parties and licensed or leased to such Obligor or any of precautionary UCC financing statements relating solely to operating leases its Subsidiaries, retained interests or title of personal property entered into in the ordinary course of businesslicensors or lessors that do not conflict with such Obligor’s or any such Subsidiaries’ use thereof; (lr) Liens arising by operation of law or contract on insurance policies cash and proceeds thereof to secure premiums payable thereunderPermitted Cash Equivalent Investments securing obligation under Permitted Hedging Agreements; (ms) (i) Liens arising 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 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) Liens solely on any xxxx xxxxxxx money deposits, escrow arrangements or similar arrangements deposits made by Borrower or any of its the Subsidiaries in connection with any letter of intent or purchase agreement in respect of any Investment permitted hereunder;hereunder; and (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; (qu) Liens arising out of conditional any sale-leaseback transaction not prohibited by Section 9.14, title retention, consignment or similar arrangements for sale of goods by Borrower or any Subsidiaries in the ordinary course of business; (r) so long as such Liens constituting a renewal, extension or replacement of any Permitted Encumbrance; (s) Liens securing any Indebtedness financing real estate acquisitions and improvements attach only to the extent property sold and being leased in such transaction and any accessions and additions thereto or proceeds and products thereof and related property; provided that no Lien otherwise permitted under Section 6.01(m); and (t) other Liens, provided that, as any of the Effective Date or immediately after giving pro forma effect to the creationforegoing clauses (b), incurrence or assumption of any such Lien or of any Indebtedness secured in reliance on this clause (uc), (d), (e) (g), and any substantially concurrent use of proceeds thereof, the aggregate amount of Indebtedness secured by such Lien shall not exceed $7,500,000 and to the extent such Indebtedness is permitted under Section 6.01(o). Notwithstanding the foregoing, no Subsidiary that is a Massachusetts Securities Corporation shall (i) create, incur, assume or permit through (p) of this Section 9.02 shall apply to exist any Lien on any property or asset now owned or hereafter acquired by itMaterial Intellectual Property, except for any Liens securing Indebtedness permitted under clause (ao) of the definition of “Permitted Encumbrances” and this Section 6.02(g), or (ii) assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof.9.02. -83- 268911794 v5 ​ ​ ​

02Liens. No Loan Party willThe Company will not, nor and will it not permit any 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: (a) Permitted Encumbrances; (b) Liens created pursuant to any Loan Document; (c) any Lien on any property or asset of the Borrower Company or any Subsidiary existing on the date hereof Third Amendment Effective Date and set forth in Schedule 6.02, including any extensions or amendments thereof7.02; provided that (i) such Lien ​ ​ shall not apply to any other property or asset of the Borrower Company or any Subsidiary (other than proceeds) and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof permitted under that do not increase the outstanding principal amount thereof; (c) Liens on assets of Hurco GmbH securing Indebtedness incurred pursuant to Section 6.01(b7.01(h)(i); (d) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower Company 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 (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 Company or any Subsidiary (other than proceeds) 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 extensions, renewals and replacements thereof permitted pursuant to Section 6.01that do not increase the outstanding principal amount thereof; (e) Liens on fixed or capital assets acquired, constructed or improved by the Borrower Company or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (g) of Section 6.017.01(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 construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% 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 Company or any Subsidiary; (f) Liens arising out in favor of Sale the Lender and Leaseback Transactions permitted by Section 6.11its Affiliates; (g) bankers liensLiens on assets of Ningbo Hurco Machine Tool Co. Ltd., rights of set-off and similar Liens Ningbo Hurco Trading Co. Ltd and/or their Subsidiaries securing Indebtedness incurred on deposits made in the ordinary course of business;pursuant to Section 7.01(k); and (h) 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 assets 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 to secure payment of customs duties in connection with the importation of goods; (k) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business; (l) 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 Hurco Manufacturing Ltd. and/or 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 (Pvtpursuant to Section 7.01(l).) 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 of goods by Borrower or any Subsidiaries in the ordinary course of business; (r) Liens constituting a renewal, extension or replacement of any Permitted Encumbrance; (s) Liens securing any Indebtedness financing real estate acquisitions and improvements to the extent permitted under Section 6.01(m); and (t) other Liens, provided that, as of the Effective Date or immediately after giving pro forma effect to the creation, incurrence or assumption of any such Lien or of any Indebtedness secured in reliance on this clause (u) and any substantially concurrent use of proceeds thereof, the aggregate amount of Indebtedness secured by such Lien shall not exceed $7,500,000 and to the extent such Indebtedness is 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 permitted under clause (a) of the definition of “Permitted Encumbrances” and Section 6.02(g), or (ii) assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof.

02Liens. No Loan Party willThe Borrowers will not, nor and will it not permit any Subsidiary of 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: (a) Permitted Encumbrances; (b) Liens created pursuant to any Loan Document; (c) any Lien on any property or asset of the any Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.027.02, including any extensions or amendments thereof; provided that (iA) such Lien shall not apply to any other property or asset of the any Borrower or any Subsidiary (other than proceeds) and (iiB) such Lien shall secure only those obligations which that it secures on as of the date hereof Second Amendment Effective Date, and extensions, renewals and replacements thereof permitted under Section 6.01(b)that do not increase the outstanding principal amount thereof; (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 date hereof prior to the time such Person becomes a Subsidiary; 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 proceeds) 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 extensions, renewals and replacements thereof permitted pursuant to Section 6.01; (ec) Liens on fixed or capital assets acquiredacquired by any Borrower, constructed or improved by the Borrower or any Subsidiary; provided that (iA) such security interests Liens secure Indebtedness permitted by clause (gd) of Section 6.017.01, (iiB) such security interests Liens and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iiiC) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving acquiring such fixed or capital assets and (ivD) such security interests Liens shall not apply to any other property or assets of the Borrowers; (d) Liens to secure Indebtedness permitted by clause (e) of Section 7.01; provided that such Liens shall not apply to any property or assets of the Subsidiary Borrowers other than the Real Estate so financed, refinanced or otherwise monetized or which is the subject of a sale-leaseback transaction; (e) deposits or pledges, or cash collateral given to any financial institution that has issued a letter of credit, to secure payment of 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 respect of self-insurance programs, in each case in the ordinary course of business of the Parent Borrower or any Subsidiaryand its Subsidiaries; (f) Liens arising out of Sale and Leaseback Transactions permitted by Section 6.11[Reserved]; (g) bankers liensLiens 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, rights and Liens on the same property (or, if such Lien attaches to a type or class of set-off property of any Person, on the same type or class of property of such Person) securing Indebtedness and similar Liens related obligations incurred on deposits made in by the ordinary course of business;same obligor to extend, renew, refinance, refund or replace such Indebtedness or obligations so long as the outstanding principal thereof is not increased; and (h) Liens on deposits created pursuant to Swap Agreements to secure obligations thereunder to any Loan Document. Without limiting 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 provisions of this Agreement; (j) Liens in favor of customs and revenue authorities arising as a matter of Law to secure payment of customs duties in connection with Section 7.02, neither the importation of goods; (k) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business; (l) 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 Parent Borrower or any of nor 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 of goods by Borrower or any Subsidiaries in the ordinary course of business; (r) Liens constituting a renewal, extension or replacement of any Permitted Encumbrance; (s) Liens securing any Indebtedness financing real estate acquisitions and improvements to the extent permitted under Section 6.01(m); and (t) other Liens, provided that, as of the Effective Date or immediately after giving pro forma effect to the creation, incurrence or assumption of any such Lien or of any Indebtedness secured in reliance on this clause (u) and any substantially concurrent use of proceeds thereof, the aggregate amount of Indebtedness secured by such Lien shall not exceed $7,500,000 and to the extent such Indebtedness is 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 (other than Liens incurred pursuant to clause (a) and (b) of the definition of Permitted Encumbrances) on any property or asset Inventory now owned or hereafter acquired by it, except for any Liens permitted under clause (a) it other than in favor of the definition of “Permitted Encumbrances” and Section 6.02(g), or (ii) assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereofAgent.

02Liens. No Loan Party will, nor will it permit any Subsidiary to, createCreate, incur, assume or permit to exist any Lien on any property or asset now owned assets (including stock or hereafter acquired by it, except: (aother securities of any person) Permitted Encumbrances; (b) Liens created pursuant to any Loan Document; (c) any Lien on any property or asset of the Borrower or any Subsidiary at the time owned by it or on any income or revenues or rights in respect of any thereof, except the following (collectively, “Permitted Liens”): (a) Liens on property or assets of the Borrower and the Subsidiaries existing on the date hereof and Closing Date pursuant to agreements set forth in on Schedule 6.026.02(a) and any modifications, including any extensions replacements or amendments renewals thereof; provided provided, that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary (other than proceeds) and (ii) such Lien Liens shall secure only those obligations which it secures that they secure on the date hereof Closing Date (and extensions, renewals any Permitted Refinancing Indebtedness in respect of such obligations permitted by Section 6.01(a)) and replacements thereof permitted under Section 6.01(b); (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 date hereof prior to the time such Person becomes a Subsidiary; 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 subsequently apply to any other property or assets of the Borrower or any Subsidiary (other than proceeds(A) after-acquired property that is affixed or incorporated into the property covered by such Lien, and (B) 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 Liens securing Indebtedness permitted by Section 6.01(b)) or permitted in respect of any Mortgaged Property by the terms of the applicable Mortgage; (c) (i) Liens on assets of Redbox Entertainment and its Subsidiaries securing Original Content Financing incurred pursuant to Section 6.01(h) and (iiiii) such Lien shall secure only those customary liens securing obligations which it secures on the date in respect of such acquisition (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 the date such Person becomes a Subsidiary, as the case may be other governmental charges or levies not yet due and extensions, renewals and replacements thereof permitted pursuant to payable or that are being contested in compliance with Section 6.015.03; (e) Liens on fixed Xxxxx imposed by law, such as landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, supplier’s, construction or capital assets acquiredother like Liens, constructed securing obligations incurred in the ordinary course of business (i) for amounts not yet overdue or improved (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; provided that 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 security interests secure Indebtedness permitted by clause (g) of Section 6.01, obligations and (ii) such security interests 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 Indebtedness secured thereby are incurred prior benefit of) insurance carriers providing property, casualty or liability insurance to or 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 any other property or assets of the Borrower or any Subsidiary; (f) Liens arising out of Sale and Leaseback Transactions permitted by Section 6.11; (g) bankers liensdeposits and other Liens to secure the performance of bids, rights trade contracts (other than for Indebtedness), leases (other than Capitalized Lease Obligations), statutory obligations, surety and appeal bonds, performance and return of set-off money bonds, bids, leases, government contracts, trade contracts, agreements with utilities, and similar Liens other obligations of a like nature (including letters of credit in lieu of any such bonds or to support the issuance thereof) incurred on deposits made in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business; (h) Liens 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 deposits pursuant to Swap Agreements to secure obligations thereunder or with respect to the extent such Swap Agreements 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 permitted hereunderof a minor nature and that, in the aggregate, do not interfere in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary; (i) leasesLiens securing Indebtedness permitted by Section 6.01(i); provided, subleasesthat 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 nonaccessions 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-exclusive licenses collateralized to other financings provided by such lender (and its Affiliates); (j) Liens on cash or sublicenses granted 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 third parties 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 exclusive licenses granted margin deposits and similar Liens attaching to third parties provided that brokerage accounts incurred in the fair market value ordinary course of all property business and not for which exclusive licenses are granted shall not exceed $10,000,000 at any time during the term speculative purposes, (iv) in respect of this AgreementThird Party Funds or (v) in favor of credit card companies pursuant to agreements therewith; (jp) 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; (r) 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; (ks) purported Liens evidenced solely on any xxxx xxxxxxx money deposits made by the filing Borrower or any of precautionary UCC financing statements relating solely the Subsidiaries in connection with any letter of intent or purchase agreement in respect of any Investment permitted hereunder; (t) Liens with respect to operating leases property or assets of personal property any Subsidiary that is not a Loan Party securing obligations of a Subsidiary that is not a Loan Party permitted under Section 6.01; (u) Liens on any 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; (lw) Liens agreements to subordinate any interest of the Borrower or any Subsidiary in any accounts receivable or other proceeds arising from inventory consigned 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 the Borrower or any of its Subsidiaries pursuant to an agreement entered into in connection with any letter the ordinary course of intent or purchase agreement permitted hereunderbusiness; (nx) Liens in connection with cash collateral for letters of credit securing real property leasesarising from precautionary Uniform Commercial Code financing statements regarding operating leases or other obligations not constituting Indebtedness; (oy) Liens on real property 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 incurred or other obligation (i) of the Borrower or a Subsidiary in favor of the Borrower or any Subsidiary Loan Party and (ii) of any Subsidiary that is not Loan Party in favor of any Subsidiary that is not a Loan Party; (ee) Liens (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 Virtusa (Pvt.) Limited and 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; (pgg) 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[reserved]; (qhh) [reserved]; (ii) [reserved]; (jj) Liens arising out of conditional sale, title retention, consignment 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; (rkk) Liens constituting a renewal, extension or replacement of any Permitted Encumbrance[reserved]; (sll) other Liens with respect to property or assets of the Borrower or any Subsidiary securing any obligations (other than Indebtedness financing real estate acquisitions and improvements for borrowed money) in an aggregate outstanding principal amount that, immediately after giving effect to the extent 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(m); and 6.01 on property of, or on Equity Interests or Indebtedness of, any person existing at the time (tA) other Liens, provided that, as such person becomes a Subsidiary of the Effective Date Borrower or immediately after giving pro forma effect (B) such person or such property is acquired by the Borrower or any Subsidiary; provided that (i) such Liens do not extend to any other assets of the creation, incurrence Borrower or assumption of any such Lien Subsidiary (other than accessions and additions thereto and proceeds or of any Indebtedness secured in reliance on this clause (uproducts thereof and other than after-acquired 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 substantially concurrent use extensions, renewals, replacements or refinancings thereof). With respect to any Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of proceeds thereofthe incurrence of such Indebtedness, the aggregate amount of Indebtedness secured by such Lien shall not exceed $7,500,000 and also be permitted to the extent secure any Increased Amount of such Indebtedness is 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 permitted under clause (a) of the definition of “Permitted Encumbrances” and Section 6.02(g), or (ii) assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereofIndebtedness.

02Liens. No Loan Party willThe Borrower will not, nor and will it not permit any Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, except: (ai) Liens created under the Loan Documents; (ii) Permitted Encumbrances; (biii) Liens created pursuant to any Loan Document; (c) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof and Effective Date; provided that any Lien securing Indebtedness or other obligations in excess of $10,000,000 individually shall only be permitted if set forth in on Schedule 6.02, including and any modifications, replacements, renewals or extensions or amendments thereof; provided that that (A) such modified, replacement, renewal or extension Lien does not extend to any additional property other than (i) after-acquired property that is affixed or incorporated into the property covered by such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary (other than proceeds) and (ii) such Lien shall secure only those obligations which it secures on the date hereof proceeds and extensionsproducts thereof, renewals and replacements thereof permitted under Section 6.01(b);and (dB) any the obligations secured or benefited by such modified, replacement, renewal or extension Lien existing on any property or asset prior to the acquisition thereof are permitted 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 (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 proceeds) 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 extensions, renewals and replacements thereof permitted pursuant to Section 6.01; (eiv) Liens on fixed securing Indebtedness permitted under Section 6.01(a)(v) or capital assets acquired, constructed or improved by the Borrower or any Subsidiary(xxvii); provided that that (iA) such security interests secure Indebtedness permitted by clause Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (gas applicable) of Section 6.01, the property subject to such Liens, (iiB) such security interests Liens do not at any time encumber any property other than the property financed by such Indebtedness, except for accessions to such property and the Indebtedness secured thereby are incurred prior 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 within 90 days after such acquisition cover any assets (except for accessions to or the completion proceeds of such construction or improvementassets) other than the assets subject to such Capital Lease Obligations; provided, (iii) the Indebtedness secured thereby does not exceed the cost further, that individual financings of acquiring, constructing or improving equipment provided by one lender may be cross collateralized to other financings of equipment provided by such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiarylender; (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 deposits made in the ordinary course of business; (h) Liens on deposits pursuant to Swap Agreements to secure obligations thereunder to the extent such Swap Agreements are permitted hereunder; (iv) leases, subleaseslicenses, and non-exclusive licenses subleases or sublicenses granted to third parties others that do not (A) interfere in any material respect with the ordinary course business of businessthe Borrower and the Restricted Subsidiaries, 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 taken as a whole or (B) secure any time during the term of this AgreementIndebtedness; (jvi) 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; (kvii) purported Liens evidenced by (A) of a collection bank arising under Section 4-210 of the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into Uniform Commercial Code on items in the ordinary course of businesscollection 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; (lviii) Liens arising by operation of law or contract on insurance policies and proceeds thereof to secure premiums payable thereunder;Liens (mA) Liens arising solely on cash advances or escrow deposits in favor of the seller of any xxxx xxxxxxx money deposits, escrow arrangements property to be acquired in an Investment permitted pursuant to Section 6.04 to be applied against the purchase price for such Investment or similar arrangements made by Borrower or any of its Subsidiaries otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 6.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition), (B) consisting of an agreement to dispose of any property in a Disposition permitted hereunderunder Section 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 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; (nix) Liens on property of any Restricted Subsidiary that is not a Loan Party, which Liens secure Indebtedness of such Restricted Subsidiary or another Restricted Subsidiary that is not a Loan Party, in connection with cash collateral for letters of credit securing real property leaseseach case permitted under Section 6.01(a); (ox) Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of any Loan Party, Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of Restricted Subsidiary that is not a Loan Party and Liens granted by a Loan Party in favor of any other Loan Party; (xi) Liens existing on real 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 an Unrestricted Subsidiary as a Restricted Subsidiary), in each case after the date hereof; provided that (A) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (B) such Lien does not extend to or cover any other assets or property (other than, with respect to such Person, any replacements of such property or assets and additions and accessions, proceeds and products thereto, after-acquired property subject to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property 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 Virtusa 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 (Pvt.C) Limited and the Indebtedness secured thereby is permitted under Section 6.016.01(a)(v) or (vii); (pxii) in connection with any interest or title of a lessor under leases (other than leases constituting Capital Lease Obligations) entered into by the sale Borrower or transfer any of any other assets in a transaction permitted under Section 6.12, customary the Restricted Subsidiaries and rights and restrictions contained in agreements relating to such sale or transfer pending the completion thereofof landlords thereunder; (qxiii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (rxiv) Liens constituting a renewal, extension or replacement deemed to exist in connection with Investments in repurchase agreements permitted under clause (e) of any the definition of the term “Permitted EncumbranceInvestments”; (sxv) Liens securing any Indebtedness financing real estate acquisitions encumbering reasonable customary initial deposits and improvements 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 (A) relating to the extent establishment of depository relations with banks not given in connection with the incurrence of 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 the Borrower and the Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted 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 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 under pursuant to Section 6.01(m6.01(a)(xxviii); andprovided 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 shall rank junior to the Liens on the Collateral securing the Secured Obligations; (txx) other Liens, ; provided that, as that at the time of incurrence of the Effective Date or immediately obligations secured thereby (after giving pro forma effect Pro Forma Effect to the creation, incurrence or assumption of any such Lien or obligations) the aggregate outstanding face amount of any Indebtedness obligations secured by Liens existing in reliance on this clause (uxx) and any substantially concurrent use of proceeds thereof, the aggregate amount of Indebtedness secured by such Lien shall not exceed the greater of $7,500,000 300,000,000 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) 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 receivables and related assets incurred in connection with Permitted Receivables Financings; (A) receipt of progress payments and advances from customers in the ordinary course of business to the extent such Indebtedness is permitted under Section 6.01(o). Notwithstanding the foregoing, no Subsidiary that is same creates a Massachusetts Securities Corporation shall (i) create, incur, assume or permit to exist any Lien on the related inventory and proceeds thereof and (B) Liens on specific items of inventory or other goods and proceeds of any property or asset now owned or hereafter acquired by it, except for any Liens permitted under clause (a) of the definition of “Permitted Encumbrances” and Section 6.02(g), or (ii) assign or sell any income or revenues (including accounts receivable) or rights Person securing such Person’s obligations in respect of any thereof.bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment, or storage of such inventory or other goods in the ordinary course of business; (xxiv) Liens on cash or Permitted Investments securing Swap Agreements in the ordinary course of business in accordance with applicable Requirements of Law;

02Liens. No Loan Party willSuch Obligor will not, nor and will it not permit any Subsidiary of 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: (a) Permitted EncumbrancesLiens securing the Obligations; (b) Liens created pursuant to any Loan Document; (c) any Lien on any property or asset of the Borrower such Obligor or any Subsidiary of its Subsidiaries existing on the date hereof and set forth on Schedule 7.13(b) and renewals and extensions thereof in Schedule 6.02, including any extensions or amendments thereofconnection with Permitted Refinancings of the Indebtedness being secured by such Lien; provided that (i) no such Lien (including any renewal or extension thereof) shall not apply extend to any other property or asset of the Borrower such Obligor or any Subsidiary (other than proceeds) of its Subsidiaries and (ii) any such Lien shall secure only those obligations which it secures on the date hereof and extensionsrenewals, renewals extensions and replacements thereof permitted under Section 6.01(bin connection with Permitted Refinancings 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); (dc) Liens securing Indebtedness permitted under Section 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 existing Law arising in the ordinary course of business, 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 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) 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; (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; (f) 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 asset prior 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 or any of their Subsidiaries; and (h) with respect to any real property, (i) such defects or encroachments as might be revealed by an up-to-date survey of such real property; (ii) the acquisition thereof reservations, limitations, provisos and conditions expressed in the original grant, deed or patent of such property by the Borrower original owner of such real property pursuant to all applicable Laws; and (iii) rights of expropriation, access or user or any Subsidiary similar right conferred or existing on reserved by or in any Law, which, in the aggregate for clauses (i), (ii) and (iii), are not material, and which do not in any case materially detract from the value of the property subject thereto or asset interfere with the ordinary conduct of the business of any Person that becomes a Subsidiary after of the date hereof prior Obligors or its Subsidiaries; (i) Bankers liens, rights of setoff and similar Liens incurred on deposits or other assets credited to any deposit or securities account made in the time such Person becomes a SubsidiaryOrdinary 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 acquisition or Permitted Acquisition pursuant to which such Person becoming a Subsidiary, as the case may beIndebtedness was assumed, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary (other than proceeds) and (iii) such Lien shall secure only those obligations which that it secures on secured immediately prior to the date consummation of such acquisition or the date such Person becomes a Subsidiary, as the case may be Permitted Acquisition and extensions, renewals and replacements thereof permitted pursuant to Section 6.01that do not increase the outstanding principal amount thereof; (ek) Liens on fixed securing Indebtedness permitted under Sections 9.01(q), (r), (s) and (t). (l) Any judgment lien or capital assets acquired, constructed lien arising from decrees or improved attachments not constituting an Event of Default; (m) Liens arising from precautionary UCC financing statement filings regarding operating leases of personal property and consignment arrangements entered into in the Ordinary Course in an Arm’s Length Transaction; (n) 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 Borrower or any Subsidiary; provided that (i) such security interests secure definition of Revenue Interest Financing, Liens securing Indebtedness permitted by under clause (gn) of Section 6.01, (ii) such security interests 9.01 and the Indebtedness secured thereby which are incurred prior subject to or 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 any other property or assets of the Borrower or any Subsidiary; (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 deposits made in the ordinary course of business; (h) 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 a Permitted Intercreditor Agreement; (jp) 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; (k) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into goods and incurred in the ordinary course of business; (lq) Liens arising by operation of law or contract on insurance policies and proceeds thereof to secure premiums payable thereunderPermitted Licenses; (mr) Liens arising solely on cash and Cash Equivalents 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 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 xxxx xxxxxxx money depositsObligor 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 similar arrangements made by 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; (v) Liens of sellers of goods to the Borrower or and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable law in connection with any letter the ordinary course of intent or business, covering only the goods sold and securing only the unpaid purchase agreement permitted hereunderprice for such goods and related expenses; (nw) Liens in connection rights of first refusal, voting, redemption, transfer or other restrictions (including call provisions and buy-sell provisions) with cash collateral for letters respect to the Equity Interests of credit securing real property leases;any Joint Venture or other Persons that are not Subsidiaries; and (ox) Liens on real property securing Indebtedness incurred by Virtusa (Pvt.) Limited and permitted any Lien arising 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 the sale of goods by Borrower or any Subsidiaries in the ordinary course Ordinary Course; provided that such Lien attaches only to the goods subject to such sale, title retention, consignment or similar arrangement. ​ ​ provided that no Lien otherwise permitted under any of business; the foregoing clauses (c), (d), (e), (g) through (k), (m), (n), (p) and (r) Liens constituting a renewal, extension or replacement of any Permitted Encumbrance; through (s) Liens securing any Indebtedness financing real estate acquisitions and improvements to the extent permitted under Section 6.01(m); and (t) other Liens, provided that, as of the Effective Date or immediately after giving pro forma effect to the creation, incurrence or assumption of any such Lien or of any Indebtedness secured in reliance on this clause (u) and any substantially concurrent use of proceeds thereof, the aggregate amount of Indebtedness secured by such Lien shall not exceed $7,500,000 and to the extent such Indebtedness is 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 permitted under clause (ax) of the definition of “Permitted Encumbrances” and this Section 6.02(g), or (ii) assign or sell 9.02 shall apply to any income or revenues (including accounts receivable) or rights in respect of any thereofMaterial Intellectual Property.

02Liens. No Loan Party will, nor will it permit any Subsidiary 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”): (1) Liens securing Indebtedness incurred in accordance with the first paragraph of Sections 6.01; provided that, (a) Permitted Encumbrancesin 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; (b2) Liens created pursuant to any Loan Document; (c) any Lien on any property or asset of the Borrower or any Subsidiary securing Indebtedness existing on the date hereof and set forth in Schedule 6.02, including any extensions or amendments thereofClosing Date; provided that such Liens only secure the obligations that they secure on the Closing Date (i) and any Permitted Refinancing Indebtedness in respect of such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary (other than proceedsobligations permitted by Section 6.01) and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof permitted under Section 6.01(b); (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 date hereof prior to the time such Person becomes a Subsidiary; 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 do not apply to any other property or assets of the any Borrower or any Restricted Subsidiary (other than proceedsreplacements, additions, accessions and improvements thereto; (3) Liens securing Indebtedness incurred in accordance with Section 6.01(5); provided that such Liens only extend to the assets financed with such Indebtedness (and any replacements, additions, accessions and improvements thereto); (iii4) 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 (or, under the written arrangements under which the original Lien shall secure only those obligations which it secures arose, could secure) the original Lien (plus any replacements, additions, accessions and improvements thereto); (a) Liens on property or Equity Interests of a Person at the date of such acquisition or the date time such Person becomes a SubsidiaryRestricted Subsidiary if such Liens were not created in connection with, as or in contemplation of, such other Person becoming a Restricted Subsidiary and (b) Liens on property at the case may be and extensionstime any Borrower or a Restricted Subsidiary acquired such property, renewals and replacements thereof permitted pursuant to Section 6.01including 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; (e) 8) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (g) of Section 6.01, (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 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 any other 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 any replacement, extension or renewal of any such Liens (so long as the Indebtedness and other ​ obligations secured by such replacement, extension or renewal Liens are permitted by this Agreement); provided that such replacement, extension or renewal Liens do not cover any property other than the property that was subject to such Liens prior to such replacement, extension or renewal; (11) Liens 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, any 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, including landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, construction or 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; (f14) Liens arising out deposits to secure the performance of Sale bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and Leaseback Transactions permitted 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 Section 6.11; (g) bankers liensany Borrower or any Restricted Subsidiary in the ordinary course of business, rights of set-off including those incurred to secure health, safety and similar Liens incurred on deposits made environmental obligations in the ordinary course of business; (h15) Liens 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 deposits pursuant to Swap Agreements to secure obligations thereunder or with respect to the extent such Swap Agreements 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 permitted hereunderof 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; (i16) leases, subleases, and non-exclusive licenses any interest or sublicenses granted to third parties 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, 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; (j17) 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 any Borrower and the Restricted Subsidiaries, taken as a whole; (20) 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 law to secure payment of customs duties in connection with the importation of goods; (k25) purported Liens evidenced by on securities that are the filing subject of precautionary UCC repurchase agreements constituting Cash Equivalents under clause (4) of the definition thereof; (26) Liens securing insurance premium financing statements relating solely to operating leases arrangements; (27) Liens on vehicles or equipment of personal property entered into any Borrower or any of the Restricted Subsidiaries granted in the ordinary course of business; (l28) Liens arising 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 operation of law or contract on insurance policies and proceeds thereof to secure premiums payable thereunderthis Agreement; (m29) Liens Liens: (a) of a collection bank arising solely on any xxxx xxxxxxx money depositsunder Section 4-210 of the Uniform Commercial Code, escrow arrangements or similar arrangements made by Borrower or any comparable or successor provision, on items in the course of its Subsidiaries in connection with any letter of intent or purchase agreement permitted hereundercollection; (nb) Liens in connection with cash collateral for letters of credit securing real property leases; (o) Liens on real property securing Indebtedness attaching to pooling, commodity trading accounts or other commodity brokerage accounts 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 of goods by Borrower or any Subsidiaries in the ordinary course of business; or (c) 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; (r30) Liens constituting a renewal, extension on specific items of inventory or replacement other goods and proceeds of any Permitted EncumbrancePerson securing such Person’s obligations in respect of bankers’ acceptances or letters of credit entered into in the ordinary course of business issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; (s31) Liens 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 the date on which such Liens ​ are first created is less than or 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 otherwise subject to the provisions of a Pari Passu Intercreditor Agreement; (32) Liens that rank junior to 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 Indebtedness financing real estate acquisitions and improvements such Lien on all or substantially all of the Collateral that is intended to be (x) pari passu to the extent permitted 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 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 any material respect than the Pari Passu Intercreditor Agreement as determined in good faith by a Responsible Officer of any Borrower; (35) Liens securing Indebtedness incurred in accordance with Section 6.01(m)6.01(13) solely encumbering the assets that are subject of such Indebtedness; (36) [reserved]; (37) [reserved]; (38) [reserved]; (39) [reserved]; (40) Liens on assets of a Special Purpose Finance Subsidiary to secure Indebtedness incurred by such Special Purpose Finance Subsidiary; and (t41) other Liens, Liens securing Indebtedness incurred in accordance with Section 6.01(33); provided that, that such Liens are subject to an intercreditor agreement containing terms that are at least as of the Effective Date or immediately after giving pro forma effect favorable to the creationSecured Parties as those contained in the Pari Passu Intercreditor Agreement. For purposes of this Section 6.02, incurrence Indebtedness will not be considered incurred under a subsection or assumption clause of any such Lien Section 6.01 if it is later reclassified as outstanding under another subsection or clause of any Indebtedness secured Section 6.01 (in reliance on this which event, and at which time, same will be deemed incurred under the subsection or clause (u) and any substantially concurrent use of proceeds thereofto which reclassified). Notwithstanding anything in Section 6.02 to the contrary, the aggregate amount of Indebtedness secured by such Lien shall not exceed $7,500,000 and to the extent such any Liens are permitted to be granted on ABL Priority Collateral to secure Indebtedness is for borrowed money permitted under Section 6.01(o). Notwithstanding this Agreement (other than 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 permitted under clause (a) of the definition of “Permitted Encumbrances” and Section 6.02(gObligations), such Liens shall be subordinated to the Liens on ABL Priority Collateral securing the Obligations pursuant to the Pari Passu Intercreditor Agreement, the Junior ​ Lien Intercreditor Agreement or (ii) assign another intercreditor or sell any income or revenues (including accounts receivable) or rights in respect of any thereofsubordination agreement reasonably acceptable to the Administrative Agent.

02Liens. No Loan Party willThe Borrower will not, nor will it permit any 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 by itacquired, exceptother than the following: (a) Permitted EncumbrancesLiens 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 Section 6.01(b), (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 created pursuant to any Loan Documentfor 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) any Lien 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 any property or asset the books of the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02, including any extensions or amendments thereofapplicable Person; provided that (i) to the extent such Lien Liens secure any Indebtedness, that the aggregate amount of all such Indebtedness at any time outstanding shall not apply to any other property or asset of the Borrower or any Subsidiary (other than proceeds) and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof permitted under Section 6.01(b)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 existing on any property or asset prior imposed by XXXXX, and (ii) public utility services provided 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 (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 proceeds) 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 extensions, renewals and replacements thereof permitted pursuant to Section 6.01; (e) Liens on fixed or capital assets acquireddeposits to secure the performance of bids, constructed or improved by the Borrower or any Subsidiary; provided that trade contracts and leases (i) such security interests secure Indebtedness permitted by clause (g) other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are a like nature incurred prior to or 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 any other property or assets of the Borrower or any Subsidiary; (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 deposits made 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 pursuant to Swap Agreements to secure obligations thereunder to (including the extent such Swap Agreements right of setoff) that are permitted hereundercustomary in the banking industry; (i) leasesLiens pursuant to Section 5-118 of the UCC 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; (j) any interest or title of a lessor, subleasessublessor, and non-exclusive licensor or sublicensor under leases or licenses or sublicenses granted to third parties permitted by this Agreement that are entered into 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; (jk) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business that do not (i) interfere in any material respect with the ordinary conduct of the business of the Borrower and its Subsidiaries, or (ii) secure any Indebtedness; (l) 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; (k) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into goods in the ordinary course of business; (l) Liens arising by operation of law or contract on insurance policies and proceeds thereof to secure premiums payable thereunder; (m) Liens arising solely on securing Indebtedness and other obligations in an aggregate amount not exceed $250,000 at 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 hereundertime outstanding; (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 of goods by Borrower or any Subsidiaries in the ordinary course of business; (r) Liens constituting a renewal, extension or replacement of any Permitted Encumbrance; (s) Liens securing any Indebtedness financing real estate acquisitions and improvements to the extent permitted under Section 6.01(m6.01(h); and (to) in the case of any joint venture or non-Wholly-Owned Subsidiary, customary encumbrances or other Liensrestrictions contained in any shareholders agreements, provided thatjoint venture agreements, as Organizational Documents or similar binding agreements relating to the ownership of the Effective Date Equity Interest in such joint venture or immediately after giving pro forma effect to the creation, incurrence or assumption of any such Lien or of any Indebtedness secured in reliance on this clause (u) and any substantially concurrent use of proceeds thereof, the aggregate amount of Indebtedness secured by such Lien shall not exceed $7,500,000 and to the extent such Indebtedness is 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 permitted under clause (a) of the definition of “Permitted Encumbrances” and Section 6.02(g), or (ii) assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereofnon-Wholly-Owned Subsidiary.

02Liens. No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, except: (a) Liens created under the Loan Documents; (b) Permitted Encumbrances; (bc) Liens created pursuant to any Loan Document; (c) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof Effective Date and set forth in on Schedule 6.026.02 and any modifications, including any replacements, renewals or extensions or amendments thereof; provided that (i) such modified, replacement, renewal or extension Lien shall does not apply extend to any other additional property or asset of the Borrower or any Subsidiary (other than proceeds(A) after-acquired property that is affixed or incorporated into the property covered by such Lien and (B) proceeds and products thereof, and (ii) the obligations secured or benefited by such modified, replacement, renewal or extension Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof are permitted under by Section 6.01(b)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 date hereof prior to the time such Person becomes a SubsidiaryLiens securing Indebtedness permitted under Section 6.01(a)(v); provided that (i) such Lien is not created in contemplation Liens attach concurrently with or within 270 days after the acquisition, construction, repair, replacement or improvement (as applicable) of or in connection with the property subject to such acquisition or such Person becoming a Subsidiary, as the case may beLiens, (ii) such Lien shall Liens do not apply to at any other time encumber any property or assets of the Borrower or any Subsidiary (other than proceeds) the property financed by such Indebtedness except for accessions to such property and the proceeds and the products thereof and (iii) with respect to Capital Lease Obligations, such Lien shall secure only those obligations which it secures on the date Liens do not at any time extend to or cover any assets (except for accessions to or proceeds of such acquisition or assets) other than the date assets subject to such Person becomes a Subsidiary, as the case Capital ​ Lease Obligations; provided further that individual financings of equipment provided by one lender may be and extensions, renewals and replacements thereof permitted pursuant cross-collateralized to Section 6.01other financings of equipment provided by such lender; (e) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (g) of Section 6.01, (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 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 any other property or assets of the Borrower or any Subsidiary; (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 deposits made in the ordinary course of business; (h) 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; (kf) purported Liens evidenced by (i) of a collection bank arising under Section 4-210 of the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into Uniform Commercial Code on items in the ordinary course of businesscollection and (ii) 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; (lg) Liens arising by operation (i) on cash advances or escrow deposits in favor of law the seller of any property to be acquired in an Investment permitted pursuant to Section 6.04 to be applied against the purchase price for such Investment 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 otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 6.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition), or (ii) consisting of an agreement to dispose of any property in a Disposition permitted hereunderunder Section 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; (n) Liens in connection with cash collateral for letters of credit securing real property leases; (oh) Liens on real property securing of any Subsidiary that is not a Loan Party, which Liens secure Indebtedness incurred by Virtusa (Pvt.) Limited and of such Subsidiary permitted under Section 6.01; (pi) Liens granted by any Subsidiary in favor of the Borrower or any Subsidiary Loan Party; (j) 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, in each case after the Effective Date (other than Liens on the Equity Interests of any Person that becomes a Subsidiary); provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and, in the case of a Person becoming a Subsidiary, other than after-acquired property of such Person under a Lien securing Indebtedness and other obligations incurred prior to such time and which 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 (iii) the Indebtedness secured thereby is permitted under Section 6.01(a)(v) or Section 6.01(a)(vii); (k) Liens on cash or Permitted Investments arising in connection with the sale defeasance, discharge or transfer redemption of any other assets in a transaction Indebtedness; provided that such defeasance, discharge or redemption is permitted under Section 6.12hereunder and such cash or Permitted Investments are used or to be used for such defeasance, customary rights and restrictions contained in agreements relating to such sale discharge or transfer pending the completion thereofredemption; (ql) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods by any of the Borrower or any Subsidiaries in the ordinary course of business; (m) Liens deemed to exist in connection with Investments in repurchase agreements under clause (e) of the definition of the term “Permitted 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; (o) Liens that are contractual rights of setoff (i) relating to the establishment of depository relations with banks not given in connection with the incurrence of Indebtedness, (ii) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Subsidiary in the ordinary course of business; (p) ground leases in respect of real property on which facilities owned or leased by the Borrower or any of the Subsidiaries are located; (q) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (r) other Liens; provided that at the time of the granting of and after giving Pro Forma Effect to any such Lien and the obligations secured thereby (including the use of proceeds thereof) the aggregate principal amount of Indebtedness or other obligations secured by Xxxxx in reliance on this clause (r) shall not exceed the greater of (x) $250,000,000 and (y) 35.0% of Consolidated EBITDA for the most recently ended Test Period (it being understood that Liens constituting a renewalpermitted by this clause (r), extension or replacement of to the extent such Liens extend to any Permitted EncumbranceCollateral, may not be pari passu with the Liens on such Collateral securing the Credit Facilities); (s) Liens on assets of FreedomRoads Entities and Equity Interests of any FreedomRoads Entities securing any Indebtedness financing real estate acquisitions permitted pursuant to Section 6.01(a)(xvii); (t) Liens on the Collateral securing Indebtedness permitted pursuant to Section 6.01(a)(xix) and improvements obligations relating thereto not constituting Indebtedness; provided that such Liens shall be subject to the extent permitted under Section 6.01(m)an Acceptable Intercreditor Agreement; and (tu) other Liens, Liens securing Indebtedness permitted pursuant to Section 6.01(a)(xx) and obligations relating thereto not constituting Indebtedness; provided that, as of in the Effective Date or immediately after giving pro forma effect to the creation, incurrence or assumption case of any such Lien or of any Indebtedness secured in reliance on this clause (u) and any substantially concurrent use of proceeds thereof, the aggregate amount of Indebtedness secured by such Lien shall not exceed $7,500,000 and to the extent such Indebtedness is 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 permitted under clause (a) of the definition of “Permitted Encumbrances” Borrower and Section 6.02(g)the Subsidiary Loan Parties, or (ii) assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereofsuch Liens shall be solely on the assets constituting Collateral and shall be subject to an Acceptable Intercreditor Agreement.

02Liens. No The Loan Party willParties will not, nor and will it not permit any Subsidiary of 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 itthem,other than the following (herein collectively referred to as “Permitted Liens ”):(i)(a) Liens in favor of the Administrative Agent for the benefit of itself and the otherSecured Parties under the Security Documents, except: (a) Permitted Encumbrances; (b) Liens created pursuant on cash or deposits granted in favor of theSwingline Lender or the Issuing Bank to Cash Collateralize any Loan Document; 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 Lien on any property or asset assets of Holdings, the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02, including any extensions or amendments thereof; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary (other than proceeds) and (ii) such Lien shall thespecific assets so acquired;(iii)Liens to secure only those obligations which it secures on the date hereof and extensionsperformance of statutory obligations, renewals and replacements thereof permitted under Section 6.01(b); (d) any Lien existing on any property surety or asset prior to the acquisition thereof by the Borrower appeal bonds orperformance bonds, landlords’, carriers’, warehousemen’s, mechanics’, suppliers’, materialmen’s,attorneys’ 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 (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 proceeds) 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 extensions, renewals and replacements thereof permitted pursuant to Section 6.01; (e) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (g) of Section 6.01, (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 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 any other property or assets of the Borrower or any Subsidiary; (f) Liens arising out of Sale and Leaseback Transactions permitted by Section 6.11; (g) bankers like liens, rights of set-off and similar Liens in any case incurred on deposits made in the ordinary course of businessbusiness 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 Closing Date and set forth on Schedule 6.02(iv) ; (h) Liens on deposits pursuant to Swap Agreements to secure obligations thereunder to the extent such Swap Agreements are permitted hereunder; (i) leasesv)Liens for Taxes, subleasesassessments or governmental charges or claims or other like statutoryLiens, and non-exclusive licenses or sublicenses granted to third parties in any case incurred in the ordinary course of business, that do not secure Indebtedness for borrowedmoney and exclusive licenses granted to third parties (A) that are not yet due and payable or (B) that are being contested in good faith by appropriateproceedings promptly instituted and diligently conducted; provided that (1) any reserve or other 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 fair market value Contested Collateral Lien Conditions shall at alltimes be satisfied;(vi)Liens to secure Indebtedness (including Capital Lease Obligations) of all property for which exclusive licenses are granted 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 exceed $10,000,000 at extend to orcover any time during assets not securing the term of this Agreement; (jIndebtedness so refinanced;(viii)(A) Liens in favor the form of customs zoning restrictions, easements, licenses, reservations, covenants,conditions or other restrictions on the use of real property 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 revenue authorities enjoyment in theordinary course of business of Holdings or any Subsidiary at such real property and (B) with respect toleasehold interests in real property, mortgages, obligations, liens and other encumbrances incurred, created,assumed or permitted to exist and arising as by, through or under a matter landlord or owner of Law to secure such 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 (other thancontracts for the payment of customs duties in connection with the importation money) or leases to which Holdings or any of goods; (k) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into its Subsidiaries is a party, ineach case, made in the ordinary course of business; business for amounts (lA) 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 arising by 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 contract orders tothe extent that such judgments, awards or orders do not cause or constitute a Default under this Agreement;provided that if any such Liens are on insurance policies Collateral and proceeds thereof to secure premiums payable thereunder; (m) Liens arising solely on any xxxx xxxxxxx money depositssuch amounts are being contested, escrow arrangements the ContestedCollateral Lien Conditions shall at all times be satisfied;(xi)Liens in the form of licenses, leases or similar arrangements made subleases granted or created by Borrower Holdings, theBorrower or any of its Subsidiaries Subsidiaries, which licenses, leases or subleases do not interfere, individually or inthe aggregate, 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 material respect with the sale or transfer business of any other assets in a transaction permitted under Section 6.12Holdings, 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 of goods by Borrower or any Subsidiaries such Subsidiary orindividually or in the ordinary course aggregate materially impair the use (for its intended purpose) or the value of business; (r) Liens constituting a renewal, extension or replacement of theproperty subject thereto;provided that any Permitted Encumbrance; (s) Liens securing any Indebtedness financing real estate acquisitions and improvements to the extent permitted under Section 6.01(m); and (t) other Liens, provided that, as of the Effective Date or immediately after giving pro forma effect to the creation, incurrence or assumption of any such Lien or of any Indebtedness secured in reliance on this clause (u) and any substantially concurrent use of proceeds thereof, the aggregate amount of Indebtedness secured by such Lien shall not exceed $7,500,000 and extend to the extent such Indebtedness is 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 cover any Lien on any property or asset now owned or hereafter acquired by it, except for any Liens permitted under clause (a) of the definition of “Permitted Encumbrances” and Section 6.02(g), or (ii) assign or sell any income or revenues (including accounts receivable) or rights in respect assets of any thereof.Personthat is not the subject of any such license, lease or sublease;-102-141683210_5 163765871_7 22-31184-1 C1.1 P124

02Liens. No Loan Party willSuch Obligor will not, nor and will it not permit any Subsidiary of 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, except: (a) Permitted Encumbrances; (b) Liens created pursuant to any Loan Document; (c) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02, including any extensions or amendments thereof; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary (other than proceeds) and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof permitted under Section 6.01(b); (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 date hereof prior to the time such Person becomes a Subsidiary; 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 proceeds) 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 extensions, renewals and replacements thereof permitted pursuant to Section 6.01; (e) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (g) of Section 6.01, (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 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 any other property or assets of the Borrower or any Subsidiary; (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 deposits made in the ordinary course of business; (h) 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 to secure payment of customs duties in connection with the importation of goods; (k) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business; (l) 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 of goods by Borrower or any Subsidiaries in the ordinary course of business; (r) Liens constituting a renewal, extension or replacement of any Permitted Encumbrance; (s) Liens securing any Indebtedness financing real estate acquisitions and improvements to the extent permitted under Section 6.01(m); and (t) other Liens, provided that, as of the Effective Date or immediately after giving pro forma effect to the creation, incurrence or assumption of any such Lien or of any Indebtedness secured in reliance on this clause (u) and any substantially concurrent use of proceeds thereof, the aggregate amount of Indebtedness secured by such Lien shall not exceed $7,500,000 and to the extent such Indebtedness is 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 permitted under clause (a) of the definition of “Permitted Encumbrances” and Section 6.02(g), or (ii) assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Liens securing the Obligations; (b) any Lien on any property or asset of Parent Guarantor or any of its Subsidiaries existing on the Closing Date and set forth in Part II of Schedule 7.13(b); provided that (i) no such Lien shall extend to any other property or asset of Parent Guarantor or any of its Subsidiaries and (ii) any such Lien shall secure only those obligations which it secures on the Closing Date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) [reserved]; (d) Liens securing Indebtedness permitted under Section 9.01(h); provided that such Liens are restricted solely to the fixed or capital assets, the acquisition, repair, improvement or construction of which is being financing under Section 9.01(h); (e) 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 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) 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) 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 (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 the ordinary conduct of 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 (k) Liens securing Indebtedness permitted under Section 9.01(g); provided that such Liens only attach to cash collateral located in an account of an Obligor held at the lender of such Indebtedness in an amount not to exceed $375,000 at any one time; or (l) Liens arising from judgments, decrees or attachments in circumstances not constituting an Event of Default; provided that no Lien otherwise permitted under any of the foregoing Sections 9.02(b) through (l) shall apply to any Material Intellectual Property.

02Liens. No Loan Party willThe Borrower will not, nor will it permit any 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 by itacquired, exceptother than the following: (a) Permitted EncumbrancesLiens 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 Section 6.01(b), (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 created pursuant to any Loan Documentfor 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) any Lien 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 any property or asset the books of the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02, including any extensions or amendments thereofapplicable Person; provided that (i) to the extent such Lien Liens secure any Indebtedness, that the aggregate amount of all such Indebtedness at any time outstanding shall not apply to any other property or asset of the Borrower or any Subsidiary (other than proceeds) and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof permitted under Section 6.01(b)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 existing on any property or asset prior imposed by XXXXX, and (ii) public utility services provided 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 (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 proceeds) 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 extensions, renewals and replacements thereof permitted pursuant to Section 6.01; (e) Liens on fixed or capital assets acquireddeposits to secure the performance of bids, constructed or improved by the Borrower or any Subsidiary; provided that trade contracts and leases (i) such security interests secure Indebtedness permitted by clause (g) other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are a like nature incurred prior to or 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 any other property or assets of the Borrower or any Subsidiary; (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 deposits made 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 pursuant to Swap Agreements to secure obligations thereunder to (including the extent such Swap Agreements right of setoff) that are permitted hereundercustomary in the banking industry; (i) leasesLiens pursuant to Section 5-118 of the UCC 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; (j) any interest or title of a lessor, subleasessublessor, and non-exclusive licensor or sublicensor under leases or licenses or sublicenses granted to third parties permitted by this Agreement that are entered into 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; (jk) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business that do not (i) interfere in any material respect with the ordinary conduct of the business of the Borrower and its Subsidiaries, or (ii) secure any Indebtedness; (l) 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; (k) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into goods in the ordinary course of business; (l) Liens arising by operation of law or contract on insurance policies and proceeds thereof to secure premiums payable thereunder; (m) Liens arising solely on securing Indebtedness and other obligations in an aggregate amount not exceed $250,000 at 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 hereundertime outstanding; (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 of goods by Borrower or any Subsidiaries in the ordinary course of business; (r) Liens constituting a renewal, extension or replacement of any Permitted Encumbrance; (s) Liens securing any Indebtedness financing real estate acquisitions and improvements to the extent permitted under Section 6.01(m6.01(h); and (to) in the case of any joint venture or non-Wholly-Owned Subsidiary, customary encumbrances or other Liensrestrictions contained in any shareholders agreements, provided thatjoint venture agreements, as Organizational Documents or similar binding agreements relating to the ownership of the Effective Date Equity Interest in such joint venture or immediately after giving pro forma effect to the creation, incurrence or assumption of any such Lien or of any Indebtedness secured in reliance on this clause (u) and any substantially concurrent use of proceeds thereof, the aggregate amount of Indebtedness secured by such Lien shall not exceed $7,500,000 and to the extent such Indebtedness is 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 permitted under clause (a) of the definition of “Permitted Encumbrances” and Section 6.02(g), or (ii) assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereofnon-Wholly-Owned Subsidiary.

02Liens. No Loan Party willThe Borrower will not, nor will it permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, except: (a) Permitted Encumbrances; (b) Liens created pursuant to any Loan DocumentDocument including with respect to any obligation to provide cash collateral in respect thereof; (b) Permitted Encumbrances; (c) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof Effective Date and set forth in Schedule 6.026.02 and any amendments, including any extensions or amendments modifications, extensions, renewals, refinancings and replacements thereof; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary (other than proceeds) improvements thereon and proceeds from the disposition of such property or asset and (ii) such Lien shall secure only those obligations which it secures on the date hereof 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 under by Section 6.01(b6.01); (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 date hereof Effective Date prior to the time such Person becomes a SubsidiarySubsidiary 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 proceedsthe 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 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 be, and amendments, modifications, extensions, refinancings, renewals and replacements thereof that do not increase the outstanding principal amount thereof (other than as permitted pursuant to by Section 6.01); (e) Liens on fixed or capital assets acquired(including capital leases) acquired (including as a replacement), constructed constructed, repaired, leased or improved by the Borrower or any Subsidiary; provided that (i) such security interests Liens secure Indebtedness or Capital Lease Obligations permitted by clause (ge) of Section 6.01, (ii) such security interests Liens and the Indebtedness secured thereby are incurred prior to or within 90 180 days after such acquisition or lease or the completion of such construction construction, replacement, repair or improvementimprovement (other than with respect to amendments, modifications, extensions, refinancings, renewals and replacements thereof) and (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 Liens shall not apply to any other property or assets of the Borrower or any SubsidiarySubsidiary other than improvements thereon, replacements and products thereof, additions and accessions thereto or proceeds from the disposition of such property or assets and customary security deposits; provided that individual financings of equipment provided by one lender (or a syndicate of lenders) may be cross-collateralized to other financings of equipment provided by such lender (or syndicate); (f) Liens arising out granted by a Subsidiary that is not a Loan Party in favor of Sale and Leaseback Transactions permitted the Borrower or another Loan Party in respect of Indebtedness owed by Section 6.11such Subsidiary to the Borrower or such other Loan Party; (g) bankers liensLiens arising out of any conditional sale, rights title retention, consignment or other similar arrangements for the sale of set-off and similar Liens incurred on deposits made in goods entered into by the Borrower or any of its Subsidiaries the ordinary course of business; (h) Liens on deposits pursuant securing Indebtedness permitted hereunder to Swap Agreements to secure obligations thereunder finance insurance premiums solely to the extent of such Swap Agreements are permitted hereunderpremiums; (i) leasesstatutory and common law rights of setoff and other Liens, subleasessimilar 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 nonLiens of a collecting bank arising under Section 4-exclusive licenses 208 or sublicenses granted to third parties 4-210 of the UCC in effect in the ordinary relevant jurisdiction or any similar law of any foreign jurisdiction on items in the 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 Agreementcollection; (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; (k) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into goods in the ordinary course of business; (lk) 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 deposits made by the Borrower or any 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 permitted hereunderrelating thereto; (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; (pl) in connection with the sale or transfer of any other assets in a transaction permitted under Section 6.126.03, 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 business or (ii) otherwise permitted hereunder other than in connection with Indebtedness; (n) 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 (d) of the definition of “Cash Equivalents”; (p) 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; (q) Liens arising out that are contractual rights of conditional saleset-off (i) relating to the establishment of depositary relations with banks or other financial institutions not given in connection with the issuance of Indebtedness, title retention, consignment or (ii) relating to pooled deposit or sweep accounts of any Loan Party or any Subsidiary to permit satisfaction of overdraft or similar arrangements for sale obligations incurred in the ordinary course of business of the any such Loan Party or Subsidiary; (r) Liens of sellers of goods by to any Loan Party and any of their 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; (s) Liens on the Collateral securing Permitted Junior Lien Indebtedness; (t) Liens on Receivables Purchase Assets existing or deemed to 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 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 any a Subsidiary securing such Person’s obligations in respect of bankers’ acceptances or letters of credit entered into in the ordinary course of business issued or 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; (ry) Liens constituting a renewal, extension deposits made or replacement other security provided in the ordinary course of any Permitted Encumbrancebusiness to secure liability to insurance carriers or under self-insurance arrangements in respect of such obligations; (sz) Liens securing any Indebtedness financing real estate acquisitions and improvements to the extent permitted (i) of a collection bank arising under Section 6.01(m)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; (cc) Liens on any real property that constitutes Excluded Real Property and any condemnation or eminent domain proceedings affecting any real property; (dd) Liens listed as exceptions on any mortgage insurance policy; (ee) [reserved]; (ff) Liens on cash deposits for obligations of landlord and sublandlords; (gg) Liens on assets of Foreign Subsidiaries or Subsidiaries that are not Loan Parties securing Indebtedness permitted pursuant to clause (i) of Section 6.01; and (thh) Liens securing Indebtedness permitted pursuant to any of clauses (h), (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 Liens, provided that, as obligation (or any portion thereof) meets the criteria for more than one of the Effective Date or immediately after giving pro forma effect to the creation, incurrence or assumption categories of any such Lien or of any Indebtedness secured Liens described in reliance on this clause (u) and any substantially concurrent use of proceeds thereof, the aggregate amount of Indebtedness secured by such Lien shall not exceed $7,500,000 and to the extent such Indebtedness is 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 permitted under clause 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 amount and type of such Lien in one or more of the definition of “Permitted Encumbrances” and 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 exception in Section 6.02(g6.02(a), or (ii) assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof.