Common use of Limitation on Liens Clause in Contracts

Limitation on Liens. Each Credit Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of any such Person (including its Capital Stock), whether now owned or hereafter acquired, except for the following (collectively, the “Permitted Liens”): ​ (a) Liens securing payment of the Obligations; ​ (b) Liens existing as of the Closing Date or, on and after the Third Amendment Initial Funding Date, the Third Amendment Initial Funding Date and disclosed in Schedule 9.02 securing Indebtedness permitted under Section 9.01(c); provided that no such Lien shall encumber any additional property and the amount of Indebtedness secured by such Lien shall not be increased or its term extended from that existing on the Closing Date or the Third Amendment Initial Funding Date, as applicable (as such Indebtedness may be permanently reduced subsequent to the Closing Datesuch date) except to the extent permitted by Section 9.01(c); ​ (c) Liens securing Indebtedness of the type permitted under Section 9.01(b); provided that (i) such Lien is granted within 60 days after such Indebtedness is incurred, (ii) the Indebtedness secured thereby does not exceed the lesser of the cost and the fair market value of the equipment at the time of such acquisition and (iii) such Lien encumbers only the assets acquired with the proceeds of such Indebtedness or the assets leased or purported to be leased under such Capitalized Leases, as the case may be, and the proceeds thereof; ​ (d) Liens arising by operation of law in favor of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for amounts not yet overdue or being diligently contested in good faith by appropriate proceedings that stay execution of such Lien and for which adequate reserves in accordance with GAAP shall have been established on its books; (e) Liens incurred or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other forms of governmental insurance or ​ ​ benefits, or to secure performance of tenders, statutory obligations, bids, leases or other similar obligations (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety, appeal or performance bonds; (f) Judgment Liens in existence for less than 60 days after the entry thereof, or with respect to which execution has been bonded, stayed or the payment of which is covered in full by insurance or surety bonds, and which Judgment Liens do not otherwise result in an Event of Default under Section 10.01(g); ​ (g) easements, rights-of-way, zoning restrictions, defects or irregularities in title and other similar encumbrances not, in each case, interfering in any material respect with the value or use of the property to which such Lien is attached; (h) Liens for Taxes, assessments or other governmental charges or levies (excluding any Lien imposed pursuant to the provisions of ERISA or any Canadian Pension Plan) not yet due and payable, or that are being diligently contested in good faith by appropriate proceedings that stays execution and for which adequate reserves in accordance with GAAP shall have been established on its books; (i) Liens arising in the ordinary course of business by virtue of any contractual, statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies covering deposit accounts or securities accounts (including funds or other assets credited thereto) or other funds maintained with a depository institution or securities intermediary, so long as the applicable provisions of Section 8.12 have been complied with in respect of such deposit accounts and securities accounts; ​ (j) any interest or title of a lessor, licensor or sublessor under any lease, license or sublease (and precautionary UCC filings or PPSA registrations with respect thereto) entered into by any such Credit Party or Subsidiary in the ordinary course of its business and covering only the assets so leased, licensed or subleased; ​ (k) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by such Person in connection with any letter of intent or purchase agreement permitted hereunder; ​ (l) Liens of sellers of goods to such Person arising under Article II of the Uniform Commercial Code or similar provisions of Applicable Law in the ordinary course of business, covering only the goods sold or securing only the unpaid purchase price of such goods and related expenses to the extent such Indebtedness is permitted hereunder; ​ (m) Liens on insurance policies and the proceeds thereof securing the financing of premiums with respect thereto to the extent such financing is permitted under Section 9.01(g); ​ (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits so long as the applicable provisions of Section

Limitation on Liens. Each Credit Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, createCreate, incur, assume or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of any such Person (including its Capital Stock)Property, whether now owned or hereafter acquired, except for the following (collectively, the “Permitted Liens”): ​for: (a) Liens securing payment for taxes not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Obligations; ​ (b) Liens existing as of the Closing Date or, on and after the Third Amendment Initial Funding Date, the Third Amendment Initial Funding Date and disclosed in Schedule 9.02 securing Indebtedness permitted under Section 9.01(c); provided that no such Lien shall encumber any additional property and the amount of Indebtedness secured by such Lien shall not be increased Borrower or its term extended from that existing on the Closing Date or the Third Amendment Initial Funding Date, as applicable (as such Indebtedness may be permanently reduced subsequent to the Closing Datesuch date) except to the extent permitted by Section 9.01(c); ​ (c) Liens securing Indebtedness of the type permitted under Section 9.01(b); provided that (i) such Lien is granted within 60 days after such Indebtedness is incurred, (ii) the Indebtedness secured thereby does not exceed the lesser of the cost and the fair market value of the equipment at the time of such acquisition and (iii) such Lien encumbers only the assets acquired with the proceeds of such Indebtedness or the assets leased or purported to be leased under such Capitalized LeasesSubsidiaries, as the case may be, in conformity with GAAP; (b) carriers', warehousemen's, mechanics', materialmen's, repairmen's, landlord's or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings; (c) pledges or deposits in connection with workers' compensation, unemployment insurance and the proceeds thereof; ​other social security legislation; (d) Liens arising by operation deposits to secure the performance of law in favor bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of carriers, warehousemen, mechanics, materialmen and landlords a like nature incurred in the ordinary course of business for amounts not yet overdue or being diligently contested in good faith by appropriate proceedings that stay execution of such Lien and for which adequate reserves in accordance with GAAP shall have been established on its booksbusiness; (e) Liens incurred or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other forms of governmental insurance or ​ ​ benefits, or to secure performance of tenders, statutory obligations, bids, leases or other similar obligations (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety, appeal or performance bonds; (f) Judgment Liens in existence for less than 60 days after the entry thereof, or with respect to which execution has been bonded, stayed or the payment of which is covered in full by insurance or surety bonds, and which Judgment Liens do not otherwise result in an Event of Default under Section 10.01(g); ​ (g) easements, rights-of-way, zoning restrictions, defects encroachments (onto the Property or irregularities in title by improvements located on the Property, onto adjoining property or rights of way or onto easement areas) and other similar encumbrances notand title defects incurred in the ordinary course of business that, in each casethe aggregate, interfering are not substantial in amount and which do not in any material respect case materially detract from the value of the Property subject thereto or materially interfere with the value or use ordinary conduct of the property to which business of the Borrower or any of its Subsidiaries; (f) Liens in existence on the date hereof listed on Schedule 6.3(f), securing Indebtedness permitted by Section 6.2(d), provided that no such Lien is attachedspread to cover any additional Property after the Amendment/Restatement Effective Date and that the amount of Indebtedness secured thereby is not increased; (g) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 6.2(c) to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any Property other than the Property financed by such Indebtedness and (iii) the amount of Indebtedness secured thereby is not increased; (h) Liens for Taxes, assessments or other governmental charges or levies (excluding any Lien imposed created pursuant to the provisions of ERISA or any Canadian Pension Plan) not yet due and payable, or that are being diligently contested in good faith by appropriate proceedings that stays execution and for which adequate reserves in accordance with GAAP shall have been established on its booksSecurity Documents; (i) Liens arising in the ordinary course of business by virtue of any contractual, statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies covering deposit accounts or securities accounts (including funds or other assets credited thereto) or other funds maintained with a depository institution or securities intermediary, so long as the applicable provisions of Section 8.12 have been complied with in respect of such deposit accounts and securities accounts; ​ (j) any interest or title of a lessor, licensor or sublessor lessor under any lease, license or sublease (and precautionary UCC filings or PPSA registrations with respect thereto) lease entered into by the Borrower or any such Credit Party or other Subsidiary in the ordinary course of its business and covering only the assets so leased, licensed or subleased; ​; (j) judgment liens which would not create any Event of Default; (k) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by such Person in connection with any letter licenses of intent or purchase agreement permitted hereunder; ​ (l) Liens of sellers of goods to such Person arising under Article II of the Uniform Commercial Code or similar provisions of Applicable Law Intellectual Property in the ordinary course of business, covering only ; (l) liens on fixed assets existing at the goods sold or securing only the unpaid purchase price of time such goods fixed assets are acquired in connection with a Permitted Acquisition and related expenses to the extent such Indebtedness is permitted hereunder; ​not created in contemplation thereof; (m) Liens on deposits in an aggregate amount not to exceed $1,000,000 made in the ordinary course of business to secure liability insurance policies and the proceeds thereof securing the financing of premiums with respect thereto to the extent such financing is permitted under Section 9.01(g); ​carriers; (n) Permitted Exceptions (as such term is defined in the Mortgages) which, in the aggregate, could not reasonably be expected to have a Material Adverse Effect; and (o) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits not otherwise permitted by this Section 6.3, so long as neither (i) the applicable provisions aggregate outstanding principal amount of Sectionthe obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds $5,000,000 at any one time.

Limitation on Liens. Each Credit Party Neither Holdings, nor the Company will, nor will not, and will not they permit any of its the Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of Holdings, the Company or any such Person (including its Capital Stock)Restricted Subsidiary, whether now owned or hereafter acquired, except for the following (collectively, the “Permitted Liens”): ​except: (a) Liens securing payment of arising under the Obligations; ​Credit Documents; (b) Liens existing as of the Closing Date or, on and after the Third Amendment Initial Funding Date, the Third Amendment Initial Funding Date and disclosed in Schedule 9.02 securing Indebtedness permitted under Section 9.01(c); provided that no such Lien shall encumber any additional property and the amount of Indebtedness secured by such Lien shall not be increased or its term extended from that existing on the Closing Date or the Third Amendment Initial Funding Date, as applicable (as such Indebtedness may be permanently reduced subsequent to the Closing Datesuch date) except to the extent permitted by Section 9.01(c); ​Permitted Liens; (c) (i) Liens securing Indebtedness of the type permitted under pursuant to Section 9.01(b10.1(A)(f); , provided that (i) such Lien is granted within 60 days after such Indebtedness is incurredLiens attach at all times only to the assets so financed, and (ii) the Indebtedness secured thereby does not exceed the lesser of the cost and the fair market value of the equipment at the time of such acquisition and (iii) such Lien encumbers only Liens on the assets acquired with the proceeds of such Restricted Subsidiaries that are not Guarantors securing Indebtedness or the assets leased or purported permitted pursuant to be leased under such Capitalized Leases, as the case may be, and the proceeds thereof; ​Section 10.1(A)(n); (d) Liens arising by operation of law in favor of carriers, warehousemen, mechanics, materialmen existing on the date hereof and landlords incurred in the ordinary course of business for amounts not yet overdue or being diligently contested in good faith by appropriate proceedings that stay execution of such Lien and for which adequate reserves in accordance with GAAP shall have been established listed on its booksSchedule 10.2; (e) Liens incurred the replacement, extension or deposits made renewal of any Lien permitted by clauses (a) through (d) above and clause (f) of this Section 10.2 upon or in the ordinary course of business in connection with worker’s compensationsame assets theretofore subject to such Lien or the replacement, unemployment insurance extension or other forms of governmental insurance or ​ ​ benefits, or to secure performance of tenders, statutory obligations, bids, leases or other similar obligations renewal (other than for borrowed money) entered into without increase in the ordinary course amount or change in any direct or contingent obligor except to the extent otherwise permitted hereunder) of business or to secure obligations on surety, appeal or performance bondsthe Indebtedness secured thereby; (f) Judgment Liens in existence for less than 60 days after existing on the entry thereofassets of any Person that becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger with such person), or with respect existing on assets acquired, pursuant to which execution has been bondeda Permitted Acquisition to the extent the Liens on such assets secure Indebtedness permitted by Section 10.1(A)(j), stayed or provided that such Liens attach at all times only to the payment of which is covered in full by insurance or surety bondssame assets that such Liens attached to, and which Judgment secure only the same Indebtedness that such Liens do not otherwise result in an Event of Default under Section 10.01(g); ​ (g) easementssecured, rights-of-way, zoning restrictions, defects or irregularities in title and other similar encumbrances not, in each case, interfering in any material respect with the value or use of the property immediately prior to which such Lien is attached; (h) Liens for Taxes, assessments or other governmental charges or levies (excluding any Lien imposed pursuant to the provisions of ERISA or any Canadian Pension Plan) not yet due and payable, or that are being diligently contested in good faith by appropriate proceedings that stays execution and for which adequate reserves in accordance with GAAP shall have been established on its booksPermitted Acquisition; (i) Liens arising in placed upon the ordinary course of business by virtue Stock and Stock Equivalents of any contractualRestricted Subsidiary acquired pursuant to a Permitted Acquisition to secure Indebtedness of Holdings, statutory the Company or common law provision relating any other Restricted Subsidiary in an aggregate amount at any time outstanding not to banker’s Liens, rights exceed the Guarantee and Collateral Exception Amount incurred pursuant to Section 10.1(A)(k) in connection with such Permitted Acquisition and (ii) Liens placed upon the assets of set-off such Restricted Subsidiary to secure a guarantee by such Restricted Subsidiary of any such Indebtedness of the Company or similar rights any other Restricted Subsidiary in an aggregate amount at any time outstanding not to exceed the Guarantee and remedies covering deposit accounts or securities accounts Collateral Exception Amount; and (including funds or other assets credited theretoh) or other funds maintained with a depository institution or securities intermediary, additional Liens so long as the applicable provisions of Section 8.12 have been complied with in respect of such deposit accounts and securities accounts; ​ (j) any interest or title of a lessor, licensor or sublessor under any lease, license or sublease (and precautionary UCC filings or PPSA registrations with respect thereto) entered into by any such Credit Party or Subsidiary in the ordinary course of its business and covering only the assets so leased, licensed or subleased; ​ (k) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by such Person in connection with any letter of intent or purchase agreement permitted hereunder; ​ (l) Liens of sellers of goods to such Person arising under Article II aggregate principal amount of the Uniform Commercial Code or similar provisions of Applicable Law in the ordinary course of business, covering only the goods sold or securing only the unpaid purchase price of such goods and related expenses to the extent such Indebtedness is permitted hereunder; ​ (m) Liens on insurance policies and the proceeds thereof securing the financing of premiums with respect thereto to the extent such financing is permitted under Section 9.01(g); ​ (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits obligations so long as the applicable provisions of Sectionsecured does not exceed $50,000,000 at any time outstanding.

Limitation on Liens. Each Credit Party The Borrower will not, and will not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any property or assets of any kind its Property (real or personalincluding, tangible or intangible) of any such Person (including its Capital Stockbut not limited to, the Collateral), whether now owned or hereafter acquired; provided, except for however, that the foregoing restriction and limitation shall not apply to the following (collectively, the “Permitted Liens”): ​: (a) Liens securing payment of created under the Obligations; ​Collateral Documents; (b) Liens existing as of the Closing Date or, date hereof and reflected on and after the Third Amendment Initial Funding Date, the Third Amendment Initial Funding Date and disclosed in Schedule 9.02 securing Indebtedness permitted under Section 9.01(c); provided that no such Lien shall encumber any additional property and the amount of Indebtedness secured by such Lien shall not be increased or its term extended from that existing on the Closing Date or the Third Amendment Initial Funding Date, as applicable (as such Indebtedness may be permanently reduced subsequent to the Closing Datesuch date) except to the extent permitted by Section 9.01(c); ​8.11 hereto; (c) Liens securing Indebtedness existing on property at the time acquired by the Borrower or any Restricted Subsidiary thereof or existing on the property of a corporation at the time it becomes a Restricted Subsidiary, or placed upon property within 120 days after the date of acquisition thereof by the Borrower or any Restricted Subsidiary to secure a portion of the type permitted under Section 9.01(b); provided that purchase price thereof, but only if (i) such Lien is granted within 60 days after such Indebtedness is incurredshall attach solely to the property acquired, purchased or constructed and (ii) the Indebtedness secured thereby such Lien does not exceed the lesser of the cost and the fair market value or cost of such property; (d) Liens constituting renewals, extensions or refundings of Liens permitted by clause (b) or (c) above, provided that the principal amount of the equipment Indebtedness secured by any such new Lien does not exceed the principal amount of the Indebtedness being renewed, extended or refunded at the time of renewal, extension or refunding thereof and that such acquisition new Lien attaches only to the same property theretofore subject to such earlier Lien; (e) Liens securing taxes, assessments or governmental charges or levies, or the claims or demands of materialmen, mechanics, carriers, workmen, repairmen, warehousemen, landlords and other like persons, provided that payment thereof is not at the time required by Section 8.3 hereof; (f) other Liens incidental to the conduct of its business or the ownership of its property and assets when not incurred in connection with the borrowing of money or the obtaining of advances of credit, and which do not in the aggregate materially detract from the value of its property or assets, or materially impair the use thereof in the operation of its business; (g) attachment, judgment and other similar Liens arising in connection with court proceedings, provided that (i) execution or other enforcement of such Liens is effectively stayed, (ii) the claims secured thereby are being actively contested in good faith by appropriate proceedings, (iii) adequate reserves in conformity with GAAP have been provided on the books of the Borrower or such Lien encumbers Restricted Subsidiary and (iv) the aggregate amount of the liabilities of the Borrower and all Restricted Subsidiaries so secured, including interest and penalties thereon, shall not be in excess of $100,000 at any one time outstanding; (h) Liens on property of a Restricted Subsidiary of the Borrower to secure obligations of such Restricted Subsidiary to the Borrower or to another Restricted Subsidiary; and (i) Liens granted to secure the Fixed Asset Financing, provided that such Liens (x) only extend to the fixed assets acquired with the proceeds of such Indebtedness or Fixed Asset Financing, (y) only secure the assets leased or purported to be leased under such Capitalized Leases, as the case may be, and the proceeds thereof; ​ (d) Liens arising by operation of law in favor of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for amounts not yet overdue or being diligently contested in good faith by appropriate proceedings that stay execution of such Lien and for which adequate reserves in accordance with GAAP shall have been established on its books; (e) Liens incurred or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other forms of governmental insurance or ​ ​ benefits, or to secure performance of tenders, statutory obligations, bids, leases or other similar obligations (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety, appeal or performance bonds; (f) Judgment Liens in existence for less than 60 days after the entry thereof, or with respect to which execution has been bonded, stayed or the payment of which is covered in full by insurance or surety bonds, and which Judgment Liens do not otherwise result in an Event of Default under Section 10.01(g); ​ (g) easements, rights-of-way, zoning restrictions, defects or irregularities in title and other similar encumbrances not, in each case, interfering in any material respect with the value or use of the property to which such Lien is attached; (h) Liens for Taxes, assessments or other governmental charges or levies (excluding any Lien imposed pursuant to the provisions of ERISA or any Canadian Pension Plan) not yet due and payable, or that are being diligently contested in good faith by appropriate proceedings that stays execution and for which adequate reserves in accordance with GAAP shall have been established on its books; (i) Liens arising in the ordinary course of business by virtue of any contractual, statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies covering deposit accounts or securities accounts (including funds or other assets credited thereto) or other funds maintained with a depository institution or securities intermediary, so long as the applicable provisions of Section 8.12 have been complied with in respect of such deposit accounts and securities accounts; ​ (j) any interest or title of a lessor, licensor or sublessor under any lease, license or sublease (and precautionary UCC filings or PPSA registrations with respect thereto) entered into by any such Credit Party or Subsidiary in the ordinary course of its business and covering only the assets so leased, licensed or subleased; ​ (k) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by such Person in connection with any letter of intent or purchase agreement permitted hereunder; ​ (l) Liens of sellers of goods to such Person arising under Article II of the Uniform Commercial Code or similar provisions of Applicable Law in the ordinary course of business, covering only the goods sold or securing only the unpaid original purchase price of such goods fixed assets, as reduced by repayments thereon, and related expenses (z) do not extend to or cover any other Property of the extent such Indebtedness is permitted hereunder; ​ (m) Liens on insurance policies and the proceeds thereof securing the financing of premiums with respect thereto to the extent such financing is permitted under Section 9.01(g); ​ (n) Liens (including the right of set-off) in favor of a bank Borrower or other depository institution arising as a matter of law encumbering deposits so long as the applicable provisions of Sectionany Subsidiary.

Limitation on Liens. Each Credit Party will The Borrower shall not, and will shall not suffer or permit any of its Subsidiaries Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets part of any kind (real or personal, tangible or intangible) of any such Person (including its Capital Stock)property, whether now owned or hereafter acquired, except for other than the following (collectively, the “Permitted Liens”): ​): (a) Liens securing payment any Lien set forth in Schedule 7.02 (as such Schedule may be updated on the Initial Funding Date), and any extension, renewal or replacement of any such Lien so long as the principal amount secured thereby is not increased and the scope of the Obligations; ​property subject to such Lien is not extended; (b) Liens existing as imposed by law for taxes, assessments or charges of the Closing Date or, on any Governmental Authority for claims not yet due or which are being contested in good faith by appropriate proceedings diligently pursued and after the Third Amendment Initial Funding Date, the Third Amendment Initial Funding Date and disclosed with respect to which adequate reserves or other appropriate provisions are being maintained in Schedule 9.02 securing Indebtedness permitted under Section 9.01(c); provided that no such Lien shall encumber any additional property and the amount of Indebtedness secured by such Lien shall not be increased or its term extended from that existing on the Closing Date or the Third Amendment Initial Funding Date, as applicable (as such Indebtedness may be permanently reduced subsequent to the Closing Datesuch date) except to the extent permitted by Section 9.01(c); ​accordance with GAAP; (c) statutory Liens securing Indebtedness of the type permitted under Section 9.01(b); provided that (i) such Lien is granted within 60 days after such Indebtedness is incurred, (ii) the Indebtedness secured thereby does not exceed the lesser of the cost landlords and the fair market value of the equipment at the time of such acquisition and (iii) such Lien encumbers only the assets acquired with the proceeds of such Indebtedness or the assets leased or purported to be leased under such Capitalized Leases, as the case may be, and the proceeds thereof; ​ (d) Liens arising by operation of law in favor of carriers, warehousemen, mechanics, materialmen and landlords incurred other Liens imposed by law or created in the ordinary course of business and in existence less than 120 days from the date of creation thereof for amounts not yet overdue due or which are being diligently contested in good faith by appropriate proceedings that stay execution of such Lien and for with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP shall have been established on its booksGAAP; (ed) Liens incurred (other than any Lien imposed by ERISA) consisting of pledges or deposits made required in the ordinary course of business in connection with worker’s workers’ compensation, unemployment insurance and other social security legislation; (e) Liens on the property of the Borrower or other forms of governmental insurance or ​ ​ benefits, or to secure any Subsidiary securing (i) the non-delinquent performance of tenders, statutory obligations, bids, leases or other similar obligations trade contracts (other than for borrowed money), leases and statutory obligations, (ii) entered into surety bonds (excluding appeal bonds and other bonds posted in connection with court proceedings or judgments) and (iii) other non-delinquent obligations of a like nature in each case incurred in the ordinary course of business or to secure obligations on suretybusiness, appeal or performance bondsprovided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (f) Judgment Liens consisting of judgment or judicial attachment liens and liens securing contingent obligations on appeal bonds and other bonds posted in connection with court proceedings or judgments, provided that (i) in the case of judgment and judicial attachment liens, the enforcement of such Liens is effectively stayed and (ii) all such Liens in existence the aggregate at any time outstanding for less than 60 days after the entry thereof, or with respect to which execution has been bonded, stayed or the payment of which is covered in full by insurance or surety bonds, Borrower and which Judgment Liens its Subsidiaries do not otherwise result in an Event of Default under Section 10.01(g); ​exceed $100,000,000; (g) easements, rights-of-way, zoning restrictions, defects or irregularities in title restrictions and other similar encumbrances notincurred in the ordinary course of business which, individually or in each casethe aggregate, interfering in any material respect with do not materially detract from the value or use of the property to which such Lien is attachedsubject thereto or materially interfere with the ordinary conduct of the businesses of the Borrower and its Subsidiaries; (h) Liens for Taxes, assessments securing obligations in respect of Capital Leases and purchase money financings on assets subject to such leases or other governmental charges or levies (excluding any Lien imposed pursuant financings to the provisions of ERISA or any Canadian Pension Plan) not yet due extent such Capital Leases and payable, or that purchase money financings are being diligently contested in good faith otherwise permitted by appropriate proceedings that stays execution and for which adequate reserves in accordance with GAAP shall have been established on its booksSection 7.06(b); (i) Liens arising in the ordinary course of business solely by virtue of any contractual, statutory or common law provision relating to banker’s Liensliens, rights of set-off or similar rights and remedies covering as to deposit accounts or securities accounts (including funds or other assets credited thereto) or other funds maintained with a creditor depository institution or securities intermediary, so long as the applicable provisions of Section 8.12 have been complied with in respect of institution; provided that (i) such deposit accounts account is not a dedicated cash collateral account and securities accounts; ​is not subject to restrictions against access by the Borrower in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to the depository institution; (j) Liens on the rights of the Borrower or any interest or title Subsidiary in bonds issued in connection with revenue bond financings in favor of any issuer of a lessor, licensor or sublessor under any lease, license or sublease (and precautionary UCC filings or PPSA registrations with respect thereto) entered into by any letter of credit used to provide security for the payment of such Credit Party or Subsidiary in the ordinary course of its business and covering only the assets so leased, licensed or subleasedbonds; ​and (k) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made other Liens, in addition to those permitted by such Person clauses (a) through (j), securing Indebtedness or arising in connection with Securitization Transactions; provided that (x) the sum (without duplication) of all such Indebtedness, plus the aggregate investment or claim held at any letter of intent or purchase agreement permitted hereunder; ​ (l) Liens of sellers of goods to such Person arising under Article II of the Uniform Commercial Code or similar provisions of Applicable Law in the ordinary course of businesstime by all purchasers, covering only the goods sold or securing only the unpaid purchase price of such goods and related expenses to the extent such Indebtedness is permitted hereunder; ​ (m) Liens on insurance policies and the proceeds thereof securing the financing of premiums with respect thereto to the extent such financing is permitted under Section 9.01(g); ​ (n) Liens (including the right of set-off) in favor of a bank assignees or other depository institution arising as a matter transferees of law encumbering deposits so long as (or of interests in) receivables and other rights to payment in all Securitization Transactions (other than the applicable provisions of SectionAllied Securitization Program or any extension, renewal or refinancing thereof) shall not at any time exceed $75,000,000 in aggregate outstanding amount, and (y) the aggregate principal balance owed under the Allied Securitization Program or any extension, renewal or refinancing thereof, shall not at any time exceed $400,000,000 in aggregate outstanding amount.

Limitation on Liens. Each Such Credit Party will shall not, and will shall not suffer or permit any of its Subsidiaries Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets part of any kind (real or personal, tangible or intangible) of any such Person (including its Capital Stock)property, whether now owned or hereafter acquired, except for other than the following (collectively, the “"Permitted Liens”): ​Encumbrances"): (a) Liens in favor of Agent or any Bank securing payment of the Obligations; ​; (b) Liens existing as of the Closing Date or, on and after the Third Amendment Initial Funding Date, the Third Amendment Initial Funding Date and disclosed listed in Schedule 9.02 securing Indebtedness permitted under Section 9.01(c); provided that no such Lien shall encumber any additional property 7.1 and the amount of Indebtedness secured by such Lien shall not be increased or its term extended from that existing on the Closing Date or the Third Amendment Initial Funding Date, as applicable (as such Indebtedness may be permanently reduced subsequent to the Closing Datesuch date) except to the extent permitted by Section 9.01(c); ​date of this Agreement; (c) Liens securing Indebtedness of the type permitted under Section 9.01(b); provided that (i) such Lien is granted within 60 days after such Indebtedness is incurred, (ii) the Indebtedness secured thereby does for taxes or other governmental charges not exceed the lesser of the cost and the fair market value of the equipment at the time of such acquisition and (iii) such Lien encumbers only delinquent or thereafter payable without penalty or being contested in good faith, provided that adequate reserves for the assets acquired payment thereof have been established in accordance with the proceeds of such Indebtedness or the assets leased or purported to be leased under such Capitalized Leases, as the case may be, and the proceeds thereof; ​GAAP; (d) Liens arising by operation of law in favor of carriers, warehousemen, mechanics, materialmen materialmen, vendors, and landlords and other similar Liens imposed by law incurred in the ordinary course of business for amounts sums not yet overdue or being diligently contested in good faith by appropriate proceedings faith, provided that stay execution of such Lien and for which adequate reserves for the payment thereof have been established in accordance with GAAP shall have been established on its booksGAAP; (e) Liens incurred Deposits under workers' compensation, unemployment insurance and social security laws or deposits made to secure the performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, or to secure statutory obligations of surety or appeal bonds or to secure indemnity, performance or other similar bonds in the ordinary course of business in connection with worker’s compensationbusiness, unemployment insurance or other forms of governmental insurance or ​ ​ benefits, or to secure performance of tenders, statutory obligations, bids, leases or other similar obligations (other than for borrowed money) entered into provided all such Liens in the ordinary course of business or to secure obligations on surety, appeal or performance bondsaggregate would not (even if enforced) cause a Material Adverse Effect; (f) Judgment Liens in existence for less than 60 days after the entry thereofZoning restrictions, or with respect to which execution has been bonded, stayed or the payment of which is covered in full by insurance or surety bonds, and which Judgment Liens do not otherwise result in an Event of Default under Section 10.01(g); ​ (g) easements, rights-of-way, zoning restrictions, defects or title irregularities in title and other similar encumbrances notencumbrances, which alone or in each case, interfering the aggregate are not substantial in any material respect with amount and do not materially detract from the value or use of the property to subject thereto or interfere with the ordinary conduct of the business of Borrower or any of its Subsidiaries; (g) Liens on property or assets of any corporation which becomes a Subsidiary of the Borrower or which are acquired by a Subsidiary or the Borrower after the date of this Agreement, provided that (i) such Lien Liens exist at the time the stock of such corporation or property is attachedacquired and (ii) such Liens were not created in anticipation of such acquisition and provided further that all such Liens in the aggregate at any time outstanding, together with Liens permitted under Section 7.1(h) below, do not exceed $500,000, computed on a cumulative consolidated basis for the Borrower and the Subsidiaries; (h) Liens for Taxessecuring Indebtedness which constitutes Permitted Capital Expenditures provided that, assessments or other governmental charges or levies in each case, such Lien (excluding any Lien imposed pursuant i) attaches solely to the provisions property financed by such Permitted Capital Expenditures and (ii) the principal amount of ERISA or any Canadian Pension Plan) such Indebtedness secured thereby does not yet due and payable, or that are being diligently contested in good faith by appropriate proceedings that stays execution and for which adequate reserves in accordance with GAAP shall have been established on its booksexceed 100% of the cost of such property; (i) Liens arising in on the ordinary course of business by virtue property or assets of any contractualSubsidiary of the Borrower in favor of the Borrower or any other Subsidiary of the Borrower, statutory provided that such Subsidiary is a party to this Agreement, the Security Agreement and the Guaranty; (j) Liens incurred in connection with the extension, renewal or common law provision relating refinancing of the Indebtedness secured by the Liens described in clause (b) or (h) above, provided that any extension, renewal or replacement (i) is limited to banker’s the property covered by the existing Lien and (ii) secures Indebtedness which is no greater in amount and has material terms no less favorable to the Banks than the Indebtedness secured by the existing Lien; (k) Banker's Liens, rights of set-off setoff or similar rights and remedies covering as to deposit accounts or securities accounts accounts; provided that (including funds or other assets credited theretoi) or other funds maintained with a depository institution or securities intermediary, so long as the applicable provisions of Section 8.12 have been complied with in respect of such deposit accounts account is not a dedicated cash collateral account and securities accounts; ​ (j) any interest or title of a lessor, licensor or sublessor under any lease, license or sublease (and precautionary UCC filings or PPSA registrations with respect thereto) entered into is not subject to restrictions against access by any such Credit Party or Subsidiary in excess of those set forth by regulations promulgated by the ordinary course of its business FRB and covering only the assets so leased, licensed or subleased; ​ (kii) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made such deposit account is not intended by such Person in connection with any letter of intent or purchase agreement permitted hereunderCredit Party to provide collateral to the depository institution; ​and (l) Liens Rights of sellers of goods to (i) vendors or lessors under conditional sale agreements or other title retention agreements, provided that (A) any such Person arising under Article II of the Uniform Commercial Code or similar provisions of Applicable Law in the ordinary course of business, covering right covers only the goods sold or securing only equipment so acquired and (B) the unpaid purchase price of such goods and related expenses to the extent such Indebtedness is permitted hereunder; ​ (m) Liens on insurance policies and the proceeds thereof securing the financing of premiums with respect thereto to the extent such financing secured thereby is permitted under Section 9.01(g); ​ 7.6 hereof, (nii) Liens lessors under Operating Leases permitted by the Agent under Section 7.8(b) hereof and (including the right of set-offiii) in favor of a bank or other depository institution arising as a matter of law encumbering deposits so long as the applicable provisions of SectionPermitted Capital Leases.

Limitation on Liens. Each No Credit Party will notshall, and will not no Credit Party shall permit any of its Subsidiaries or any Licensed Insurance Entity to, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of any such Person (including its Capital Stock), whether now owned or hereafter acquired, except for the following (collectively, the “Permitted Liens”): ​): (a) (i) Liens securing payment of the Obligations and (ii) subject to the Intercreditor Agreement, Liens securing the First Lien Credit Obligations; ​; (b) Liens existing as of the Closing Date or, on and after the Third Amendment Initial Funding Date, the Third Amendment Initial Funding Date and disclosed in Schedule 9.02 securing Indebtedness permitted under Section 9.01(c)9.01(b) (other than the Convertible Senior Notes) and any renewals or extensions thereof; provided provided, that no such Lien shall (1) secure Indebtedness under any Convertible Senior Notes or (2) encumber any additional property and the principal amount of Indebtedness secured by such Lien shall not be increased or its term extended from that existing on the Closing Date or the Third Amendment Initial Funding Date, as applicable (as such Indebtedness may be permanently reduced subsequent to the Closing Datesuch date) Date), except to the extent permitted by Section 9.01(c9.01(b); ​; (c) Liens securing Capitalized Lease Obligations and Liens securing Indebtedness of the type permitted under Section 9.01(b9.01(d)(i); provided provided, that (i) such Lien is granted within 60 days after such Indebtedness is incurred, (ii) the principal amount of the Indebtedness secured thereby does not exceed the lesser cost of the cost and the fair market value of the equipment applicable property at the time of such acquisition acquisition, replacement or construction and any fees, costs and expenses incurred in connection with the incurrence of such Indebtedness and (iiiii) such Lien encumbers secures only the assets acquired with that are the proceeds subject of the Indebtedness referred to in such Indebtedness or the assets leased or purported to be leased under such Capitalized Leases, as the case may be, clause and the proceeds thereof; ​; (d) Liens arising by operation of law in favor of carriers, warehousemen, mechanics, materialmen materialmen, suppliers, laborers and landlords and other similar Liens incurred in the ordinary course of business for amounts not yet overdue or being diligently contested in good faith by appropriate proceedings that stay execution of such Lien and for which adequate reserves in accordance with GAAP shall have been established on its books; (e) Liens incurred or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other forms of governmental insurance or ​ ​ benefits, or to secure performance of tenders, statutory obligations, bids, leases or other similar obligations (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety, bid, appeal or performance bonds; (f) Judgment judgment Liens in existence for less than 60 days after the entry thereof, or with respect to which execution has been bonded, stayed or the payment of which is covered in full by insurance or surety bonds, and which Judgment Liens do not otherwise result in constituting an Event of Default under Section 10.01(g10.01(f); ​; (g) easements, rights-of-way, zoning restrictions, minor defects or irregularities in title and other similar encumbrances not, in each case, not interfering in any material respect with the value or use of the property to which such Lien is attachedattached and other Liens on any Real Property subject to a Mortgage that are identified in any title insurance policy issued in favor of the Administrative Agent; (h) Liens for Taxes, assessments or other governmental charges or levies (excluding any Lien imposed pursuant to the provisions of ERISA or any Canadian Pension Plan) not yet due and payable, payable or that are being diligently contested in good faith the non-payment of which is permitted by appropriate proceedings that stays execution and for which adequate reserves in accordance with GAAP shall have been established on its booksSection 7.10; (i) Liens arising in the ordinary course of business by virtue of any contractual, statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies covering deposit accounts or securities accounts (including funds or other assets credited thereto) or other funds maintained with a depository institution or securities intermediary, so long as the applicable provisions of Section 8.12 have been complied with with, in respect of such deposit accounts and securities accounts; ​(other than Excluded Accounts); (j) any interest or title of a lessorNonexclusive licenses, licensor or sublessor under any leaseleases and sublicenses, license or sublease (and precautionary UCC filings or PPSA registrations with respect thereto) entered into subleases granted by any such Credit Party or any Subsidiary of a Credit Party or leases or subleases by any Credit Party or any Subsidiary of a Credit Party, in the ordinary course of its business and covering only the assets so leasedlicensed, licensed sublicensed, leased or subleased; ​; (k) Liens that are customary rights of set-off relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness; (l) Liens arising from precautionary Uniform Commercial Code financing statements (or similar filings under other applicable law) regarding operating leases or consignment or bailee arrangements in the ordinary course of business; (m) Cash collateral securing Indebtedness permitted under Section 9.01(m) in an amount not to exceed one hundred and ten percent (110%) of the amount of such Indebtedness; (n) [reserved]; (o) Liens in favor of the Borrower or any other Credit Party securing intercompany Indebtedness permitted under the Credit Documents so long as any such Liens on the Collateral are subject to the Intercompany Subordination Agreement; (p) statutory and common law landlords’ liens under leases to which Parent or any of its Subsidiaries is a party; (q) Liens of counterparties attaching solely on any to ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by such Person Credit Parties or their Subsidiaries in connection with any letter of intent or purchase agreement entered into with respect to Permitted Acquisitions or capital expenditures permitted hereunder; ​and (lr) other Liens securing Indebtedness or other obligations in an aggregate principal amount at the time of sellers incurrence of goods to such Person arising under Article II of the Uniform Commercial Code or similar provisions of Applicable Law in the ordinary course of business, covering only the goods sold or securing only the unpaid purchase price of such goods and related expenses to the extent any such Indebtedness is permitted hereunder; ​ (m) Liens on insurance policies and the proceeds thereof securing the financing of premiums with respect thereto to the extent such financing is permitted under Section 9.01(g); ​ (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits so long as the applicable provisions of Sectionobligations not exceeding $8,625,000.

Limitation on Liens. Each Credit Party The Company will not, and will not permit any of its Subsidiaries Subsidiary to, directly or indirectly, create, incur, issue, assume or suffer to exist guaranty any Lien Indebtedness if such Indebtedness is secured by a mortgage, pledge of, lien on, security interest in or other encumbrance upon any property or assets Voting Stock of any kind (real or personal, tangible or intangible) of any such Person (including its Capital Stock)Restricted Subsidiary, whether such Voting Stock is now owned or is hereafter acquired, except for without providing that the following Senior Notes (collectivelytogether with, if the “Permitted Liens”): ​Company shall so determine, any other Indebtedness or obligations of the Company or any Subsidiary ranking equally with such Senior Notes and then existing or thereafter created) shall be secured equally and ratably with, or prior to, such Indebtedness. The foregoing limitation shall not apply to: (a) Liens securing payment Indebtedness incurred, issued, assumed, guaranteed or permitted to exist and secured by liens, security interests, pledges or other encumbrances which does not exceed 10% of the Obligations; ​Company’s then Consolidated Tangible Net Worth; (b) Liens existing as Indebtedness secured by a pledge of, lien on or security interest in any Voting Stock of any entity if such pledge, lien or security interest is made or granted prior to or at the Closing Date or, on and after the Third Amendment Initial Funding Date, the Third Amendment Initial Funding Date and disclosed in Schedule 9.02 securing Indebtedness permitted under Section 9.01(c)time such entity becomes a Restricted Subsidiary; provided that no such Lien shall encumber pledge, lien or security interest was not created in anticipation of the transfer of such Voting Stock to the Company or its Subsidiaries; (c) liens or security interests securing Indebtedness of a Subsidiary to the Company or a Restricted Subsidiary; (d) the extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any additional property lien or security interest referred to in the foregoing clauses (b) and (c) but only if the principal amount of Indebtedness secured by such Lien shall the liens or security interests immediately prior thereto is not be increased and the lien or its term security interest is not extended from that existing on the Closing Date or the Third Amendment Initial Funding Date, as applicable (as such Indebtedness may be permanently reduced subsequent to the Closing Datesuch date) except to the extent permitted by Section 9.01(c); ​other property; (ce) Liens securing Indebtedness pledges or deposits under workers’ compensation or other similar laws and judgment liens thereunder that are not currently dischargeable; (f) good faith deposits in connection with leases to which the Company or any Significant Subsidiary is a party; (h) deposits in connection with obtaining or maintaining self-insurance or obtaining the benefits of the type permitted under Section 9.01(b); provided that any law, regulation or arrangement pertaining to unemployment insurance, old age pensions, social security or similar matters; (i) such Lien is granted within 60 days after such Indebtedness is incurred, (ii) liens created by or resulting from any judgments or awards against the Indebtedness secured thereby does not exceed the lesser Company or any of the cost and Company’s Subsidiaries with respect to which the fair market value Company is in good faith prosecuting an appeal or other review proceedings, or liens incurred by the Company or any of the equipment at Company’s Subsidiaries for the time purpose of such acquisition and (iii) such Lien encumbers only obtaining a stay or discharge in the assets acquired with course of any litigation to which the proceeds of such Indebtedness or the assets leased or purported to be leased under such Capitalized Leases, as the case may be, and the proceeds thereofCompany is party; ​or (dj) Liens arising by operation of law in favor of carriersliens for taxes or assessments, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for amounts governmental charges or levies not yet overdue due or delinquent, or which can be paid thereafter without penalty, or which are being diligently contested in good faith by appropriate proceedings that stay execution of such Lien and for which adequate reserves in accordance with GAAP shall have been established on its books; (e) Liens incurred or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other forms of governmental insurance or ​ ​ benefits, or to secure performance of tenders, statutory obligations, bids, leases or other similar obligations (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety, appeal or performance bonds; (f) Judgment Liens in existence for less than 60 days after the entry thereof, or with respect to which execution has been bonded, stayed or the payment of which is covered in full by insurance or surety bonds, and which Judgment Liens do not otherwise result in an Event of Default under Section 10.01(g); ​ (g) easements, rights-of-way, zoning restrictions, defects or irregularities in title and other similar encumbrances not, in each case, interfering in any material respect with the value or use of the property to which such Lien is attached; (h) Liens for Taxes, assessments or other governmental charges or levies (excluding any Lien imposed pursuant to the provisions of ERISA or any Canadian Pension Plan) not yet due and payable, or that are being diligently contested in good faith by appropriate proceedings that stays execution and for which adequate reserves in accordance with GAAP shall have been established on its books; (i) Liens arising in the ordinary course of business by virtue of any contractual, statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies covering deposit accounts or securities accounts (including funds or other assets credited thereto) or other funds maintained with a depository institution or securities intermediary, so long as the applicable provisions of Section 8.12 have been complied with in respect of such deposit accounts and securities accounts; ​ (j) any interest or title of a lessor, licensor or sublessor under any lease, license or sublease (and precautionary UCC filings or PPSA registrations with respect thereto) entered into by any such Credit Party or Subsidiary in the ordinary course of its business and covering only the assets so leased, licensed or subleased; ​ (k) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by such Person in connection with any letter of intent or purchase agreement permitted hereunder; ​ (l) Liens of sellers of goods to such Person arising under Article II of the Uniform Commercial Code or similar provisions of Applicable Law in the ordinary course of business, covering only the goods sold or securing only the unpaid purchase price of such goods and related expenses to the extent such Indebtedness is permitted hereunder; ​ (m) Liens on insurance policies and the proceeds thereof securing the financing of premiums with respect thereto to the extent such financing is permitted under Section 9.01(g); ​ (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits so long as the applicable provisions of Sectionproceedings.

Limitation on Liens. Each No Credit Party will notshall, and will not no Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectlymake, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets part of any kind (real or personal, tangible or intangible) of any such Person (including its Capital Stock)Property, whether now owned or hereafter acquired, except for other than the following (collectively, the “Permitted Liens”): ​): (a) Liens securing payment any Lien existing on the Property of the Obligations; ​ (b) Liens existing as a Credit Party or a Subsidiary of the Closing Date or, on and after the Third Amendment Initial Funding Date, the Third Amendment Initial Funding Date and disclosed in Schedule 9.02 securing Indebtedness permitted under Section 9.01(c); provided that no such Lien shall encumber any additional property and the amount of Indebtedness secured by such Lien shall not be increased or its term extended from that existing a Credit Party on the Closing Date and set forth in Schedule 5.1 and any modification, replacement, renewal or the Third Amendment Initial Funding Date, as applicable (as such Indebtedness may be permanently reduced subsequent to the Closing Datesuch date) except to the extent permitted by Section 9.01(c); ​ (c) Liens securing Indebtedness of the type permitted under Section 9.01(b)extension thereof; provided that (i) such Lien does not extend to any additional property other than after-acquired property that is granted within 60 days after affixed to or incorporated into the property covered by such Indebtedness is incurred, Lien and (ii) the Indebtedness amount secured or benefited thereby does is not exceed the lesser of the cost and the fair market value of the equipment at the time of such acquisition and (iii) such Lien encumbers only the assets acquired with the proceeds of such Indebtedness or the assets leased or purported to be leased under such Capitalized Leases, as the case may be, and the proceeds thereof; ​increased; (db) Liens arising by operation of law any Lien created under any Loan Document or otherwise in favor of carriersthe Agent or any Lender and securing any of the Obligations (including obligations under Secured Rate Contracts); (c) Liens for Taxes, warehousemenfees, mechanicsassessments or other governmental charges or levies (i) which are not delinquent (after giving effect to any applicable grace period) or remain payable without penalty or (ii) which are being contested in good faith by appropriate proceedings and for which adequate reserves if required in accordance with GAAP are being maintained; (i) Liens in respect of Property of any Credit Party or any Subsidiary of a Credit Party imposed by Requirements of Law or contract (other than Liens set forth in clause (c) above), materialmen and landlords which were incurred in the ordinary course of business for amounts and do not yet overdue secure Indebtedness, and (ii) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s, laborer’s or being diligently contested in good faith by appropriate proceedings that stay execution of such Lien supplier’s Liens or other similar Liens securing obligations and for liabilities with respect to which adequate reserves in accordance with GAAP shall the failure to make payment would not reasonably be expected to have been established on its booksa Material Adverse Effect; (e) Liens, other than Liens incurred imposed by ERISA, consisting of pledges or deposits made required in the ordinary course of business in connection with worker’s workers’ compensation, unemployment employment insurance or and other forms of governmental insurance or ​ ​ benefits, social security legislation or to secure the performance of or obligations with respect to tenders, statutory obligations, surety (other than as set forth in clause (f) below), stay, customs and appeals bonds, bids, leases leases, governmental contract, public or private utilities, trade contracts, performance and return of money bonds, completion guarantees and other similar obligations (other than exclusive of obligations for the payment of borrowed money) entered into in the ordinary course of business or to secure obligations on surety, appeal or performance bondsliability to insurance carriers; (f) Judgment Liens in existence consisting of judgment or judicial attachment liens (other than for less than 60 days after the entry thereof, or with respect to which execution has been bonded, stayed or the payment of which is covered in full by insurance Taxes, assessments or surety bonds, and which Judgment Liens other governmental charges) that do not otherwise result in an Event of Default under Section 10.01(g); ​7.1(h) or securing appeal or other surety bonds relating to such a judgment; (g) survey exceptions and title exceptions (including, without limitation, any title exceptions listed on a title policy), easements, rights-of-servitudes, covenants, licenses, encroachments, protrusions, rights of way, zoning and other restrictions, minor defects or other irregularities in title title, and other similar encumbrances and Liens securing obligations under operating reciprocal easement or similar agreements with respect to Real Estate which do not, in each any case, interfering interfere in any material respect with the value or use ordinary conduct of the property to which such Lien is attachedbusinesses of the applicable Credit Party or Subsidiary; (h) Liens on any Property acquired or held by any Credit Party or any Subsidiary of a Credit Party securing Indebtedness (and Permitted Refinancings of such Indebtedness) incurred or assumed for Taxesthe purpose of financing (or refinancing) all or any part of the cost of acquiring, assessments repairing, improving, installing or other governmental charges designing such Property and permitted under Section 5.5(d) or levies Section 5.5(v); provided that (i) any such Lien attaches to such Property concurrently with or within 90 days after such incurrence or assumption, (ii) such Lien attaches solely to the Property so acquired, repaired, improved, subject to installation or designed and the proceeds thereof, and (iii) the principal amount of the debt secured thereby (excluding any Lien imposed pursuant increase in principal as a result of interest paid in kind and capitalized interest) does not exceed 100% of the cost of such Property; provided that, in each case, individual financings provided by one such lender or lessor (other than lessors of real property) may be cross-collateralized to the provisions of ERISA other outstanding financings provided by such purchase money lender or any Canadian Pension Plan) not yet due and payable, lessor (or that are being diligently contested in good faith by appropriate proceedings that stays execution and for which adequate reserves in accordance with GAAP shall have been established on its bookstheir respective affiliates); (i) Liens arising in the ordinary course of business by virtue of any contractual, statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies covering deposit accounts or securities accounts (including funds or other assets credited theretosecuring Capital Lease Obligations permitted under Section 5.5(d) or other funds maintained with a depository institution or securities intermediary, so long as the applicable provisions of Section 8.12 have been complied with in respect of such deposit accounts and securities accounts; ​5.5(v); (j) any interest or title of a lessor, sublessor, licensor or sublessor sublicensor under any lease, sublease, license or sublease sublicense permitted by this Agreement (other than Capital Lease Obligations) and precautionary UCC filings all encumbrances and Liens on the title of any lessor or PPSA registrations with respect thereto) entered into by any such Credit Party or Subsidiary in the ordinary course of its business and covering only the assets so leased, licensed or subleased; ​sublessor thereof; (k) Liens solely on arising from the filing of precautionary UCC financing statements with respect to any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made lease, license, sublease or sublicense permitted by such Person in connection with this Agreement or any letter consignment of intent or purchase agreement permitted hereunder; ​goods; (l) Liens non-exclusive licenses and sublicenses (or grant of sellers any other right with respect to Intellectual Property) granted by a Credit Party or any Subsidiary of goods a Credit Party and leases or subleases (by a Credit Party or any Subsidiary of a Credit Party as lessor or sublessor) to such Person arising under Article II third parties that, in the reasonable business judgment of a Credit Party or any Subsidiary of a Credit Party, is not materially interfering with the business of the Uniform Commercial Code Credit Parties or similar provisions any of Applicable Law in the ordinary course of business, covering only the goods sold or securing only the unpaid purchase price of such goods and related expenses to the extent such Indebtedness is permitted hereunder; ​their Subsidiaries; (m) Liens on insurance policies and the proceeds thereof securing the financing in favor of premiums with respect thereto to the extent such financing is permitted under Section 9.01(g); ​collecting banks arising by operation of law; (n) Liens (including the right of set-off) in favor of a bank or other depository institution (i) arising as a matter of law or pursuant to customary deposit account agreements and other similar agreements, in each case, encumbering deposits, (ii) on cash deposits to secure ACH/EDI transactions in the ordinary course of business and (iii) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business; (o) Liens arising out of consignment, conditional sale or similar arrangements for the sale of goods entered into in the ordinary course of business; (p) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods; (q) [reserved]; (r) Liens consisting of an agreement to dispose of any property in a disposition permitted by Section 5.2, solely to the extent such permitted disposition would have been permitted on the date of the creation of such Lien; (s) [reserved]; (t) ground leases in respect of real property on which facilities owned or leased by any Credit Party or any Subsidiary of a Credit Party are located; (u) Liens on insurance proceeds and the unearned portion of insurance premiums incurred in the ordinary course of business in connection with the financing of insurance premiums; (v) [reserved]; (w) [reserved]; (x) Liens consisting of ▇▇▇▇▇▇▇ money deposits of cash or Cash Equivalents made by any Credit Party or any Subsidiary of a Credit Party in connection with any letter of intent or purchase agreement with respect to an Acquisition or other Investment or other transition permitted hereunder; (y) Liens consisting of customary security deposits under operating leases entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business; (z) Liens on property of a Person existing at the time such Person is acquired in an Acquisition or other Investment permitted hereunder or merged with or into or consolidated or amalgamated with the Borrower or any of its Subsidiaries (and not created in anticipation or contemplation thereof) in a transaction permitted under this Agreement, and any modification, replacement, renewal or extension thereof; provided that such Liens do not extend to property not subject to such Liens at the time of such Acquisition, Investment, merger, consolidated or amalgamation (other than improvements thereon); (aa) Liens on, or rights of setoff against, credit balances (or other amounts owing by such credit or debit card issuers or credit or debit card processors to any) of the Credit Parties or any of their Subsidiaries in favor of credit or debit card issuers or credit or debit card processors in the ordinary course of business to secure the obligations of the Credit Parties or any of their Subsidiaries to such credit or debit card issuers and credit or debit card processors as a result of fees or chargebacks; (bb) [reserved]; (cc) Liens that are contractual rights of set-off relating to purchase orders and other agreements entered into with customers in the ordinary course of business; (dd) [reserved]; (ee) Liens securing Indebtedness or other obligations in an aggregate amount not to exceed $2,000,000 at any time outstanding; (ff) Liens securing Indebtedness permitted by Section 5.5(t) so long as the applicable provisions relevant primary Indebtedness is also secured by Liens otherwise constituting Permitted Liens; and (gg) Liens on the Collateral securing Indebtedness incurred pursuant to Section 5.5(ff); provided that such Liens are at all times subject to a customary intercreditor agreement reasonably satisfactory to the Agent providing for the subordination of Sectionsuch Liens to the Liens on the Collateral securing the Obligations.

Limitation on Liens. Each Credit Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, createCreate, incur, assume or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of any such Person (including its Capital Stock)property, whether now owned or hereafter acquired, except for Liens created under its applicable primary first mortgage bond indenture or equivalent instrument set forth on Schedule 7.03, as in effect on the following (collectivelyRestatement Effective Date, the “Permitted Liens”): ​and except for: (a) Liens securing payment for taxes not yet due or that are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Obligations; ​Borrower, in conformity with GAAP; (b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens existing as arising in the ordinary course of business that are not overdue for a period of more than 90 days or that are being contested in good faith by appropriate proceedings; (c) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation; (d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (e) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, do not in any case materially detract from the value of the Closing Date orproperty subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Significant Subsidiaries; (f) Liens in existence on the date hereof, securing any Indebtedness outstanding on the date hereof and after the Third Amendment Initial Funding Dateextensions, the Third Amendment Initial Funding Date and disclosed in Schedule 9.02 securing Indebtedness permitted under Section 9.01(c)renewals or replacements thereof; provided that no such Lien shall encumber is spread to cover any additional property after the Restatement Effective Date (other than pursuant to any Borrower Senior Secured Indebtedness) and that the amount of Indebtedness secured by such Lien shall thereby is not be increased or its term extended from that existing on the Closing Date or the Third Amendment Initial Funding Date, as applicable (as such Indebtedness may be permanently reduced subsequent to the Closing Datesuch date) except to the extent permitted by Section 9.01(c); ​increased; (cg) Liens securing Indebtedness, in an aggregate principal amount not to exceed $250,000,000 at any one time outstanding, incurred to finance the acquisition or construction of fixed or capital assets (including Capital Lease Obligations) and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Liens shall be created substantially simultaneously with or within 120 days after such acquisition or completion of such construction of such fixed or capital assets and (ii) such Liens do not at any time encumber any property other than the type permitted property financed by such indebtedness; (h) any interest or title of a lessor under Section 9.01(b)any lease entered into in the ordinary course of business and covering only the assets so leased; (i) Liens existing upon any property acquired by the Borrower in the ordinary course of business; provided that (i) such Lien is granted within 60 days after not created in contemplation of or in connection with such Indebtedness is incurredacquisition, (ii) the Indebtedness secured thereby does such Lien shall not exceed the lesser of the cost and the fair market value of the equipment at the time of such acquisition apply to any other property or assets and (iii) such Lien encumbers shall secure only those obligations which it secures on the assets acquired with the proceeds date of such Indebtedness or acquisition and extensions, renewals and replacements thereof that do not increase the assets leased or purported to be leased under such Capitalized Leases, as the case may be, and the proceeds outstanding principal amount thereof; ​; (dj) Liens arising in connection with sales or transfers of, or financings secured by, accounts receivable or related contracts; (k) Liens created by operation of law in favor of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for amounts not yet overdue or resulting from litigation or legal proceedings that are currently being diligently contested in good faith by appropriate proceedings and do not involve amounts that stay execution of such Lien and for which adequate reserves in accordance with GAAP shall have been established on its books; (e) Liens incurred or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other forms of governmental insurance or ​ ​ benefits, or to secure performance of tenders, statutory obligations, bids, leases or other similar obligations (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety, appeal or performance bondsaggregate would exceed $50,000,000; (f) Judgment Liens in existence for less than 60 days after the entry thereof, or with respect to which execution has been bonded, stayed or the payment of which is covered in full by insurance or surety bonds, and which Judgment Liens do not otherwise result in an Event of Default under Section 10.01(g); ​ (g) easements, rights-of-way, zoning restrictions, defects or irregularities in title and other similar encumbrances not, in each case, interfering in any material respect with the value or use of the property to which such Lien is attached; (h) Liens for Taxes, assessments or other governmental charges or levies (excluding any Lien imposed pursuant to the provisions of ERISA or any Canadian Pension Plan) not yet due and payable, or that are being diligently contested in good faith by appropriate proceedings that stays execution and for which adequate reserves in accordance with GAAP shall have been established on its books; (i) Liens arising in the ordinary course of business by virtue of any contractual, statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies covering deposit accounts or securities accounts (including funds or other assets credited thereto) or other funds maintained with a depository institution or securities intermediary, so long as the applicable provisions of Section 8.12 have been complied with in respect of such deposit accounts and securities accounts; ​ (j) any interest or title of a lessor, licensor or sublessor under any lease, license or sublease (and precautionary UCC filings or PPSA registrations with respect thereto) entered into by any such Credit Party or Subsidiary in the ordinary course of its business and covering only the assets so leased, licensed or subleased; ​ (k) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by such Person in connection with any letter of intent or purchase agreement permitted hereunder; ​ (l) Liens of sellers of goods incidental to such Person arising under Article II the normal conduct of the Uniform Commercial Code business of the Borrower or similar provisions any Subsidiary of Applicable Law the Borrower or the ownership of its property that are not incurred in connection with the incurrence of Indebtedness and that do not in the ordinary course of business, covering only aggregate materially impair the goods sold or securing only the unpaid purchase price use of such goods property in the operation of the business of the Borrower and related expenses to its Subsidiaries taken as a whole or the extent value of such Indebtedness is permitted hereunderproperty for the purposes of such business; ​and (m) Liens on insurance policies and the proceeds thereof securing the financing of premiums with respect thereto to the extent such financing is permitted created under Section 9.01(g); ​ (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits so long as the applicable provisions of Sectionany Loan Document.

Limitation on Liens. Each Credit Party will notCreate, and will not incur, assume or suffer to exist, or permit any of its Subsidiaries to, directly or indirectly, to create, incur, assume or suffer to exist exist, any Lien upon on or with respect to any property or assets of its properties of any kind character (real or personalincluding, tangible or intangiblewithout limitation, accounts) of any such Person (including its Capital Stock), whether now owned or hereafter acquired, except for the following (collectively, the “Permitted Liens”): ​except: (a) Liens securing payment of created under the Obligations; ​Loan Documents; (b) Liens existing as on the date hereof and, to the extent securing Indebtedness For Borrowed Money, described on Schedule 6.3(b) hereto, and renewals, refinancings or extensions thereof with respect to any Surviving Indebtedness comprising securitizations or similar financings of the Closing Loan Parties and their Subsidiaries; provided that (w) the principal amount of the related Indebtedness shall not be increased above the principal amount of the Indebtedness being renewed, refinanced or extended (excluding the amount of any premium paid in respect of such refinancing, renewal or extension and the amount of reasonable expenses incurred by the Loan Parties in connection therewith), (x) none of the Loan Parties or their Subsidiaries shall become a new direct or contingent obligor, (y) no additional assets shall be transferred to the applicable special purpose entity and (z) the property covered thereby shall not be changed; (c) Permitted Liens; (d) Liens in connection with Indebtedness permitted to be incurred pursuant to subsection 6.4(e) so long as such Liens extend solely to the property (and improvements and proceeds of such property) acquired or financed with the proceeds of such Indebtedness or subject to the applicable Capitalized Lease; (e) any deposit of assets of any Loan Party with any surety company or clerk of any court, or escrow, as collateral in connection with, or in lieu of, any bond on appeal by such Loan Party from any judgment or decree against it, or in connection with other proceedings in actions at law or in equity by or against such Loan Party; (f) Liens on any assets that are owned by any Specified Excluded Subsidiary; (g) Liens securing Indebtedness relating to Hedge Agreements permitted to be incurred pursuant to subsection 6.4(f) pursuant to agreements existing on the Amendment No. 3 Effective Date oror similar agreements not for speculative purposes replacing or renewing such agreements, whether or not with the same counterparties; provided that in no event shall initial margin collateral in respect of all such Hedge Agreements (excluding collateral securing back-to-back hedging arrangements with any Specified Subsidiary) exceed $100,000,000 in the aggregate; (h) Liens on and Servicing Loan Assets that secure any Servicing Loan Facility permitted under subsection 6.4(i), (i) Liens securing Indebtedness (other than Indebtedness For Borrowed Money or Indebtedness in respect of Hedge Agreements) on assets with a fair market value at any time after the Third Amendment Initial Funding Date, No. 3 Effective Date not to exceed $200,000,000 to the Third Amendment Initial Funding Date extent that such Liens are incurred in the ordinary course of business of the Company and disclosed its Subsidiaries consistent with past practice; (j) Liens required by agreements with Government Related Enterprises in Schedule 9.02 securing Indebtedness permitted under Section 9.01(c)the ordinary course of business of the Company and its Subsidiaries consistent with past practice; (k) Liens to secure any Permitted Refinancing Indebtedness; provided that no such Lien shall encumber extend to or cover any additional property and the Servicing Loan Assets; and (1) other Liens securing Indebtedness outstanding in an aggregate principal amount of Indebtedness secured by not to exceed $5,000,000; provided that no such Lien shall not be increased extend to or its term extended from that existing on the Closing Date or the Third Amendment Initial Funding Date, as applicable (as such Indebtedness may be permanently reduced subsequent to the Closing Datesuch date) except to the extent permitted by Section 9.01(c); ​ (c) Liens securing Indebtedness of the type permitted under Section 9.01(b); provided that (i) such Lien is granted within 60 days after such Indebtedness is incurred, (ii) the Indebtedness secured thereby does not exceed the lesser of the cost and the fair market value of the equipment at the time of such acquisition and (iii) such Lien encumbers only the assets acquired with the proceeds of such Indebtedness or the assets leased or purported to be leased under such Capitalized Leases, as the case may be, and the proceeds thereof; ​ (d) Liens arising by operation of law in favor of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for amounts not yet overdue or being diligently contested in good faith by appropriate proceedings that stay execution of such Lien and for which adequate reserves in accordance with GAAP shall have been established on its books; (e) Liens incurred or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other forms of governmental insurance or ​ ​ benefits, or to secure performance of tenders, statutory obligations, bids, leases or other similar obligations (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety, appeal or performance bonds; (f) Judgment Liens in existence for less than 60 days after the entry thereof, or with respect to which execution has been bonded, stayed or the payment of which is covered in full by insurance or surety bonds, and which Judgment Liens do not otherwise result in an Event of Default under Section 10.01(g); ​ (g) easements, rights-of-way, zoning restrictions, defects or irregularities in title and other similar encumbrances not, in each case, interfering in cover any material respect with the value or use of the property to which such Lien is attached; (h) Liens for Taxes, assessments or other governmental charges or levies (excluding any Lien imposed pursuant to the provisions of ERISA or any Canadian Pension Plan) not yet due and payable, or that are being diligently contested in good faith by appropriate proceedings that stays execution and for which adequate reserves in accordance with GAAP shall have been established on its books; (i) Liens arising in the ordinary course of business by virtue of any contractual, statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies covering deposit accounts or securities accounts (including funds or other assets credited thereto) or other funds maintained with a depository institution or securities intermediary, so long as the applicable provisions of Section 8.12 have been complied with in respect of such deposit accounts and securities accounts; ​ (j) any interest or title of a lessor, licensor or sublessor under any lease, license or sublease (and precautionary UCC filings or PPSA registrations with respect thereto) entered into by any such Credit Party or Subsidiary in the ordinary course of its business and covering only the assets so leased, licensed or subleased; ​ (k) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by such Person in connection with any letter of intent or purchase agreement permitted hereunder; ​ (l) Liens of sellers of goods to such Person arising under Article II of the Uniform Commercial Code or similar provisions of Applicable Law in the ordinary course of business, covering only the goods sold or securing only the unpaid purchase price of such goods and related expenses to the extent such Indebtedness is permitted hereunder; ​ (m) Liens on insurance policies and the proceeds thereof securing the financing of premiums with respect thereto to the extent such financing is permitted under Section 9.01(g); ​ (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits so long as the applicable provisions of SectionServicing Loan Assets.

Limitation on Liens. Each Credit Party will The Issuer shall not, and will shall not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist any Lien upon on any of its assets or properties of any character (including any shares of Capital Stock or Indebtedness of any Restricted Subsidiary), except for the following Liens which are expressly permitted: (i) Liens existing on the Issue Date; (ii) Liens granted on or after the Issue Date on any assets or Capital Stock of the Issuer or its Restricted Subsidiaries created in favor of the Holders; (iii) Liens securing Indebtedness which is Incurred to refinance secured Indebtedness which is permitted to be Incurred under clause (3) of the second paragraph of part (a) of Section 4.4; provided that such Liens do not extend to or cover any property or assets of the Issuer or any kind Restricted Subsidiary other than the property or assets securing the Indebtedness being refinanced; (iv) Liens to secure First Priority Lein Obligations; provided that any such Liens on any property or assets constituting Shared Primary Collateral that rank equally or prior to the Liens securing the Securities and any such Liens on any other Primary Collateral, in each case, shall not be permitted under this Indenture; (v) Liens (including extensions and renewals thereof) upon real or personal, tangible or intangible) of any such Person (including its Capital Stock), whether now owned or hereafter acquired, except for personal property acquired after the following (collectively, the “Permitted Liens”): ​ Issue Date; provided that (a) Liens such Lien is created solely for the purpose of securing payment Indebtedness Incurred, in accordance with Section 4.4, to finance the cost (including the cost of improvement or construction) of the Obligations; ​ item of property or assets subject thereto and such Lien is created prior to, at the time of or within six months after the later of the acquisition, the completion of construction or the commencement of full operation of such property, (b) Liens existing as the principal amount of the Closing Date or, on and after the Third Amendment Initial Funding Date, the Third Amendment Initial Funding Date and disclosed in Schedule 9.02 securing Indebtedness permitted under Section 9.01(c); provided that no such Lien shall encumber any additional property and the amount of Indebtedness secured by such Lien shall does not be increased or its term extended from that existing on the Closing Date or the Third Amendment Initial Funding Dateexceed 100% of such cost, as applicable (as such Indebtedness may be permanently reduced subsequent to the Closing Datesuch date) except to the extent permitted by Section 9.01(c); ​ and (c) Liens securing Indebtedness of the type permitted under Section 9.01(b); provided that (i) any such Lien is granted within 60 days after shall not extend to or cover any property or assets other than such Indebtedness is incurred, item of property or assets and any improvements on such item; (iivi) the Indebtedness secured thereby does not exceed the lesser of the cost and the fair market value of the equipment Liens on cash set aside at the time of the Incurrence of any Indebtedness, or government securities purchased with such acquisition and (iii) cash, in either case, to the extent that such Lien encumbers only cash or government securities pre-fund the assets acquired with the proceeds payment of interest on such Indebtedness and are held in a collateral or the assets leased escrow account or purported similar arrangement to be leased under applied for such Capitalized Leases, as the case may be, and the proceeds thereof; ​ (d) Liens arising by operation of law in favor of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for amounts not yet overdue or being diligently contested in good faith by appropriate proceedings that stay execution of such Lien and for which adequate reserves in accordance with GAAP shall have been established on its bookspurpose; (e) Liens incurred or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other forms of governmental insurance or ​ ​ benefits, or to secure performance of tenders, statutory obligations, bids, leases or other similar obligations (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety, appeal or performance bonds; (f) Judgment Liens in existence for less than 60 days after the entry thereof, or with respect to which execution has been bonded, stayed or the payment of which is covered in full by insurance or surety bonds, and which Judgment Liens do not otherwise result in an Event of Default under Section 10.01(g); ​ (g) easements, rights-of-way, zoning restrictions, defects or irregularities in title and other similar encumbrances not, in each case, interfering in any material respect with the value or use of the property to which such Lien is attached; (h) Liens for Taxes, assessments or other governmental charges or levies (excluding any Lien imposed pursuant to the provisions of ERISA or any Canadian Pension Plan) not yet due and payable, or that are being diligently contested in good faith by appropriate proceedings that stays execution and for which adequate reserves in accordance with GAAP shall have been established on its books; (i) Liens arising in the ordinary course of business by virtue of any contractual, statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies covering deposit accounts or securities accounts (including funds or other assets credited thereto) or other funds maintained with a depository institution or securities intermediary, so long as the applicable provisions of Section 8.12 have been complied with in respect of such deposit accounts and securities accounts; ​ (j) any interest or title of a lessor, licensor or sublessor under any lease, license or sublease (and precautionary UCC filings or PPSA registrations with respect thereto) entered into by any such Credit Party or Subsidiary in the ordinary course of its business and covering only the assets so leased, licensed or subleased; ​ (k) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by such Person in connection with any letter of intent or purchase agreement permitted hereunder; ​ (l) Liens of sellers of goods to such Person arising under Article II of the Uniform Commercial Code or similar provisions of Applicable Law in the ordinary course of business, covering only the goods sold or securing only the unpaid purchase price of such goods and related expenses to the extent such Indebtedness is permitted hereunder; ​ (mvii) Liens on insurance policies and the proceeds thereof assets, property or Capital Stock of any Restricted Subsidiary that is not a Subsidiary Guarantor securing the financing of premiums with respect thereto to the extent such financing is Indebtedness permitted under Section 9.01(g)this Indenture; ​or (nviii) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits so long as the applicable provisions of SectionPermitted Liens.

Limitation on Liens. Each Credit Party The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume or suffer to exist guarantee any Indebtedness secured by a Lien upon any property of its properties or assets of any kind (real or personal, tangible or intangible) of any such Person (including its Capital Stock)assets, whether now owned or hereafter acquired, except for the following (collectively, the “Permitted Liens”): ​ (a) Liens securing payment of the Obligations; ​ (b) Liens existing as of the Closing Date or, on and after the Third Amendment Initial Funding Date, the Third Amendment Initial Funding Date and disclosed in Schedule 9.02 securing Indebtedness permitted under Section 9.01(c); provided that no such Lien shall encumber any additional property and the amount of Indebtedness secured by such Lien shall not be increased or its term extended from that existing on the Closing Date or thereafter acquired, without effectively providing concurrently that the Third Amendment Initial Funding DateNotes are secured equally and ratably with or, as applicable (at the Company’s option, prior to such Indebtedness so long as such Indebtedness may shall be permanently reduced subsequent to the Closing Datesuch date) except to the extent permitted by Section 9.01(c); ​so secured. The foregoing restriction shall not apply to, and there shall be excluded from Indebtedness in any computation under such restriction, Indebtedness secured by: (ci) Permitted Liens; (ii) Liens securing Indebtedness of only the type permitted under Section 9.01(b); provided that (i) such Lien is granted within 60 days after such Indebtedness is incurred, (ii) the Indebtedness secured thereby does not exceed the lesser of the cost and the fair market value of the equipment at the time of such acquisition and Notes; (iii) such Lien encumbers only the assets acquired with the proceeds of such Indebtedness or the assets leased or purported to be leased under such Capitalized Leases, as the case may be, and the proceeds thereof; ​ (d) Liens arising by operation of law in favor of carriersthe Company or any of its Subsidiaries; (iv) Liens to secure obligations under Credit Facilities in an aggregate principal amount not to exceed $500.0 million and Attributable Debt under Sale and Leaseback Transactions permitted under clauses (i), warehousemen, mechanics, materialmen (iii) and landlords (iv) of Section 4.04; (v) Liens on property or assets of Foreign Subsidiaries to secure Indebtedness of such Foreign Subsidiary (a) existing on the date hereof or (b) incurred in the ordinary course of business for amounts not yet overdue or being diligently contested in good faith by appropriate proceedings that stay execution of such Lien and for which adequate reserves in accordance with GAAP shall have been established on its books;business; and (evi) Liens incurred existing on the date hereof or deposits made any extension, renewal, replacement or refunding, in whole or in part, of any Indebtedness secured by a Lien existing on the date hereof or referred to in the ordinary course of business foregoing clauses or Liens created in connection with worker’s compensationany amendment, unemployment insurance consent or other forms waiver relating to such Indebtedness and the principal amount of governmental insurance the Indebtedness secured thereby and not otherwise authorized by the foregoing clauses shall not exceed the principal amount of Indebtedness, plus any premium or ​ ​ benefitsfee payable in connection with any such extension, renewal, replacement or refunding, so secured at the time of such extension, renewal, replacement or refunding. For purposes of determining compliance of any non-U.S. dollar-denominated Indebtedness with this covenant, the amount outstanding under any U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall at all times be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term Indebtedness, or to secure performance of tendersfirst committed, statutory obligations, bids, leases or other similar obligations (other than for borrowed money) entered into in the ordinary course case of business revolving credit Indebtedness; provided, however, that if such Indebtedness is incurred to refinance other Indebtedness denominated in the same or to secure obligations on surety, appeal or performance bonds; (f) Judgment Liens in existence for less than 60 days after the entry thereof, or with respect to which execution has been bonded, stayed or the payment of which is covered in full by insurance or surety bondsdifferent currency, and which Judgment Liens do such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not otherwise result in an Event of Default under Section 10.01(g); ​ (g) easements, rights-of-way, zoning restrictions, defects or irregularities in title and other similar encumbrances not, in each case, interfering in any material respect with the value or use of the property to which such Lien is attached; (h) Liens for Taxes, assessments or other governmental charges or levies (excluding any Lien imposed pursuant to the provisions of ERISA or any Canadian Pension Plan) not yet due and payable, or that are being diligently contested in good faith by appropriate proceedings that stays execution and for which adequate reserves in accordance with GAAP shall have been established on its books; (i) Liens arising in the ordinary course of business by virtue of any contractual, statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies covering deposit accounts or securities accounts (including funds or other assets credited thereto) or other funds maintained with a depository institution or securities intermediary, exceeded so long as the applicable provisions principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. For purposes of determining what category of excluded Liens in the foregoing paragraphs, or the next paragraph in which any Lien shall be included, the Company in its sole discretion may classify such Lien on the date of its incurrence and later reclassify all or a portion of such Lien in any manner that complies with this covenant. Notwithstanding the restrictions described above, the Company and any of its Significant Subsidiaries may create, incur, issue, assume or guarantee Indebtedness secured by Liens without equally and ratably securing the Notes, if at the time of such creation, incurrence, issuance, assumption or guarantee, after giving effect thereto and to the retirement of any Indebtedness which is concurrently being retired, the aggregate amount of all such Indebtedness secured by Liens which would otherwise be subject to such restrictions (other than any Indebtedness secured by Liens permitted as described in clauses (i) through (vi) of the second paragraph of this Section 8.12 have been complied with 4.03) plus all Attributable Debt of the Company and any of its Significant Subsidiaries in respect of such deposit accounts Sale and securities accounts; ​ Leaseback Transactions (j) any interest or title of a lessor, licensor or sublessor under any lease, license or sublease (and precautionary UCC filings or PPSA registrations with respect thereto) entered into by any such Credit Party or Subsidiary in the ordinary course of its business and covering only the assets so leased, licensed or subleased; ​ (k) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by such Person in connection with any letter of intent or purchase agreement permitted hereunder; ​ (l) Liens of sellers of goods to such Person arising under Article II of the Uniform Commercial Code or similar provisions of Applicable Law in the ordinary course of business, covering only the goods sold or securing only the unpaid purchase price exception of such goods and related expenses to the extent such Indebtedness is permitted hereunder; ​ (m) Liens on insurance policies and the proceeds thereof securing the financing of premiums with respect thereto to the extent such financing is transactions which are permitted under clauses (i) through (iii) of Section 9.01(g); ​ (n4.04) Liens (including the right does not exceed 15% of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits so long as the applicable provisions of SectionConsolidated Tangible Assets.

Limitation on Liens. Each Credit Party will The Company shall not, and will shall not suffer or permit any of its Subsidiaries Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets part of any kind (real or personal, tangible or intangible) of any such Person (including its Capital Stock)property, whether now owned or hereafter acquired, except for other than the following (collectively, the “Permitted Liens”): ​"PERMITTED LIENS"): (a) Liens securing payment any Lien existing on the Effective Date and set forth in SCHEDULE 8.2, and any extension, renewal or replacement of any such Lien so long as the principal amount secured thereby is not increased and the scope of the Obligations; ​property subject to such Lien is not extended; (b) Liens existing as imposed by law for taxes, assessments or charges of the Closing Date or, on any Governmental Authority for claims not yet due or which are being contested in good faith by appropriate proceedings diligently pursued and after the Third Amendment Initial Funding Date, the Third Amendment Initial Funding Date and disclosed with respect to which adequate reserves or other appropriate provisions are being maintained in Schedule 9.02 securing Indebtedness permitted under Section 9.01(c); provided that no such Lien shall encumber any additional property and the amount of Indebtedness secured by such Lien shall not be increased or its term extended from that existing on the Closing Date or the Third Amendment Initial Funding Date, as applicable (as such Indebtedness may be permanently reduced subsequent to the Closing Datesuch date) except to the extent permitted by Section 9.01(c); ​accordance with GAAP; (c) statutory Liens securing Indebtedness of the type permitted under Section 9.01(b); provided that (i) such Lien is granted within 60 days after such Indebtedness is incurred, (ii) the Indebtedness secured thereby does not exceed the lesser of the cost landlords and the fair market value of the equipment at the time of such acquisition and (iii) such Lien encumbers only the assets acquired with the proceeds of such Indebtedness or the assets leased or purported to be leased under such Capitalized Leases, as the case may be, and the proceeds thereof; ​ (d) Liens arising by operation of law in favor of carriers, warehousemen, mechanics, materialmen and landlords incurred other Liens imposed by law or created in the ordinary course of business and in existence less than 120 days from the date of creation thereof for amounts not yet overdue due or which are being diligently contested in good faith by appropriate proceedings that stay execution of such Lien and for with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP shall have been established on its booksGAAP; (ed) Liens incurred (other than any Lien imposed by ERISA) consisting of pledges or deposits made required in the ordinary course of business in connection with worker’s workers' compensation, unemployment insurance and other social security legislation; (e) Liens on the property of the Company or other forms of governmental insurance or ​ ​ benefits, or to secure any Subsidiary securing (i) the non-delinquent performance of tenders, statutory obligations, bids, leases or other similar obligations trade contracts (other than for borrowed money), leases, statutory obligations, (ii) entered into surety bonds (excluding appeal bonds and other bonds posted in connection with court proceedings or judgments) and (iii) other non-delinquent obligations of a like nature in each case incurred in the ordinary course of business or to secure obligations on suretybusiness, appeal or performance bondsprovided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (f) Judgment Liens consisting of judgment or judicial attachment liens and liens securing contingent obligations on appeal bonds and other bonds posted in existence connection with court proceedings or judgments, provided that (i) in the case of judgment and judicial attachment liens, the enforcement of such Liens is effectively stayed and (ii) all such liens in the aggregate at any time outstanding for less than 60 days after the entry thereof, or with respect to which execution has been bonded, stayed or the payment of which is covered in full by insurance or surety bonds, Company and which Judgment Liens its Subsidiaries do not otherwise result in an Event of Default under Section 10.01(g); ​exceed $50,000,000; (g) easements, rights-of-way, zoning restrictions, defects or irregularities in title restrictions and other similar encumbrances notincurred in the ordinary course of business which, individually or in each casethe aggregate, interfering in any material respect with do not materially detract from the value or use of the property to which such Lien is attachedsubject thereto or materially interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries; (h) Liens for Taxessecuring obligations in respect of Capital Leases on assets subject to such leases, assessments or other governmental charges or levies (excluding any Lien imposed pursuant to the provisions of ERISA or any Canadian Pension Plan) not yet due and payable, or provided that such Capital Leases are being diligently contested in good faith by appropriate proceedings that stays execution and for which adequate reserves in accordance with GAAP shall have been established on its booksotherwise permitted hereunder; (i) Liens arising in the ordinary course of business solely by virtue of any contractual, statutory or common law provision relating to banker’s Liens's liens, rights of set-off or similar rights and remedies covering as to deposit accounts or securities accounts (including funds or other assets credited thereto) or other funds maintained with a creditor depository institution or securities intermediary, so long as the applicable provisions of Section 8.12 have been complied with in respect of institution; PROVIDED that (i) such deposit accounts account is not a dedicated cash collateral account and securities accountsis not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; ​and (j) any interest other Liens, in addition to those permitted by CLAUSES (a) through (h), securing Indebtedness or title of a lessor, licensor or sublessor under any lease, license or sublease (and precautionary UCC filings or PPSA registrations with respect thereto) entered into by any such Credit Party or Subsidiary in the ordinary course of its business and covering only the assets so leased, licensed or subleased; ​ (k) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by such Person arising in connection with Securitization Transactions; PROVIDED that the sum (without duplication) of all such Indebtedness, plus the aggregate investment or claim held at any letter time by all purchasers, assignees or other transferees of intent (or purchase agreement permitted hereunder; ​ (lof interests in) Liens of sellers of goods receivables and other rights to such Person arising under Article II of the Uniform Commercial Code or similar provisions of Applicable Law payment in all Securitization Transactions, shall not at any time exceed in the ordinary course aggregate 20% of business, covering only the goods sold or securing only the unpaid purchase price of such goods and related expenses to the extent such Indebtedness is permitted hereunder; ​ (m) Liens on insurance policies and the proceeds thereof securing the financing of premiums with respect thereto to the extent such financing is permitted under Section 9.01(g); ​ (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits so long as the applicable provisions of SectionConsolidated Tangible Assets.

Limitation on Liens. Each Credit Party will The Borrower shall not, and will shall not suffer or permit any of its Subsidiaries Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets part of any kind (real or personal, tangible or intangible) of any such Person (including its Capital Stock)property, whether now owned or hereafter acquired, except for other than the following (collectively, the “Permitted Liens”): ​): (a) Liens securing payment any Lien existing on property of the Obligations; ​Borrower or any Subsidiary on the Amendment No. 3 Signing Date and set forth in Schedule 8.02 securing Indebtedness outstanding on such date, and any extension, renewal or replacement of any such Lien so long as the principal amount secured thereby is not increased and the scope of the property subject to such Lien is not extended; (b) Liens existing as of the Closing Date or, on and after the Third Amendment Initial Funding Date, the Third Amendment Initial Funding Date and disclosed in Schedule 9.02 securing Indebtedness permitted any Lien created under Section 9.01(c); provided that no such Lien shall encumber any additional property and the amount of Indebtedness secured by such Lien shall not be increased or its term extended from that existing on the Closing Date or the Third Amendment Initial Funding Date, as applicable (as such Indebtedness may be permanently reduced subsequent to the Closing Datesuch date) except to the extent permitted by Section 9.01(c); ​Loan Document; (c) Liens securing Indebtedness of for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the type extent that non-payment thereof is permitted under by Section 9.01(b); 7.07, provided that (i) such Lien is granted within 60 days after such Indebtedness is incurred, (ii) no notice of lien has been filed or recorded under the Indebtedness secured thereby does not exceed the lesser Code or any other Requirement of the cost and the fair market value of the equipment at the time of such acquisition and (iii) such Lien encumbers only the assets acquired with the proceeds of such Indebtedness or the assets leased or purported to be leased under such Capitalized Leases, as the case may be, and the proceeds thereof; ​Law; (d) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other similar Liens arising by operation of law in favor of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for amounts which are not yet overdue delinquent or remain payable without penalty or which are being diligently contested in good faith and by appropriate proceedings, which proceedings that stay execution have the effect of such Lien and for which adequate reserves in accordance with GAAP shall have been established on its bookspreventing the forfeiture or sale of the property subject thereto; (e) Liens incurred (other than any Lien imposed by ERISA or with respect to any Pension Plan, the Code) consisting of pledges or deposits made required in the ordinary course of business in connection with worker’s workers’ compensation, unemployment insurance and other social security legislation; (f) Liens on the property of the Borrower or other forms of governmental insurance or ​ ​ benefits, or to secure any Subsidiary securing (i) the non-delinquent performance of tenders, statutory obligations, bids, leases or other similar obligations trade contracts (other than for borrowed money), leases, statutory obligations, (ii) entered into surety bonds (excluding appeal bonds and other bonds posted in connection with court proceedings or judgments) and (iii) other non-delinquent obligations of a like nature; in each case incurred in the ordinary course of business or to secure obligations on suretybusiness, appeal or performance bondsprovided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (fg) Judgment Liens consisting of judgment or judicial attachment liens and liens securing contingent obligations on appeal bonds and other bonds posted in existence for less than 60 days after the entry thereof, connection with court proceedings or with respect to judgments which execution has been bonded, stayed or the payment of which is covered in full by insurance or surety bonds, and which Judgment Liens do not otherwise result in constitute an Event of Default under Section 10.01(g); ​hereunder; (gh) easements, rights-of-way, zoning restrictions, defects or irregularities in title restrictions and other similar encumbrances not, in each case, interfering in any material respect with the value or use of the property to which such Lien is attached; (h) Liens for Taxes, assessments or other governmental charges or levies (excluding any Lien imposed pursuant to the provisions of ERISA or any Canadian Pension Plan) not yet due and payable, or that are being diligently contested in good faith by appropriate proceedings that stays execution and for which adequate reserves in accordance with GAAP shall have been established on its books; (i) Liens arising incurred in the ordinary course of business by virtue which, individually or in the aggregate, do not materially detract from the value of any contractual, statutory the property subject thereto or common law provision relating to banker’s Liens, rights interfere with the ordinary conduct of set-off or similar rights the businesses of the Borrower and remedies covering deposit accounts or securities accounts (including funds or other assets credited thereto) or other funds maintained with a depository institution or securities intermediary, so long as the applicable provisions of Section 8.12 have been complied with in respect of such deposit accounts and securities accounts; ​its Subsidiaries; (ji) purchase money security interests on any interest property acquired or title of a lessor, licensor held by the Borrower or sublessor under any lease, license or sublease (and precautionary UCC filings or PPSA registrations with respect thereto) entered into by any such Credit Party or Subsidiary its Subsidiaries in the ordinary course of its business business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 90 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property, and covering only (iv) the principal amount of the Indebtedness secured by any and all such purchase money security interests shall not at any time exceed $75,000,000; (j) Liens securing obligations in respect of capital leases or financing leases on assets so leasedsubject to such leases, licensed provided that such capital leases or subleased; ​financing leases are otherwise permitted hereunder; (k) Liens (x) comprising 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 Loan Party or Subsidiary, in each case granted in the ordinary course of business 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, (y) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business and (z) in favor of a banking or other financial institution arising as a matter of law or under customary general terms and conditions encumbering deposits (including the right of setoff) and which are within the general parameters customary in the banking industry; (l) Liens solely on insurance policies and the proceeds thereof (whether accrued or not) and rights or claims against an insurer, in each case securing insurance premium financings; (m) Liens arising in connection with Securitization Transactions; provided that the aggregate investment or claim held at any time by all purchasers, assignees or other transferees of (or of interests in) receivables and other rights to payment in all Securitization Transactions shall not exceed $100,000,000; (n) 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 in the ordinary course of business; (o) Liens attaching solely to ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by such Person in connection with any letter of intent or purchase agreement in connection with an Acquisition or other Investment permitted hereunder; ​; (lp) Liens arising out of sellers conditional sale, title retention, consignment or similar arrangements for sale of goods to such Person arising under Article II of entered into by the Uniform Commercial Code Borrower or similar provisions of Applicable Law any Subsidiary in the ordinary course of business, covering only the goods sold or securing only the unpaid purchase price of such goods and related expenses ; (q) Liens created under any agreement relating to the extent such Indebtedness is sale, transfer or other disposition of assets permitted hereunder; ​provided that such Liens relate solely to the assets to be sold, transferred or otherwise disposed; (mr) Liens securing obligations under a Tax Incentive Transaction on insurance policies and the proceeds thereof securing the financing of premiums with respect thereto to the extent such financing is permitted under Section 9.01(g); ​ (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits property subject thereto, so long as the applicable provisions related Indebtedness is permitted by Section 8.06(d); (s) receipt of Sectionprogress 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; and (t) other Liens securing Indebtedness not at any time exceeding in the aggregate $60,000,000.

Limitation on Liens. Each Credit Party will Without the consent of the Requisite Purchasers, the Company shall not, and will shall not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any property of its property, assets or assets of any kind (real or personal, tangible or intangible) of any such Person (including its Capital Stock)revenues, whether now owned or hereafter acquired, except for other than the following (collectively, the “Permitted Liens”): ​following: (a) Liens securing payment of the Obligations; ​created pursuant to any Note Document; (b) Liens existing as of on the Closing Date or(other than Liens referred to in Section 8.2(jj)and listed on Schedule 7.01(b) of the Senior Credit Agreement (as in effect on the Second Amendment Effective Date) and any modifications, on and after replacements, renewals, restructurings, refinancings or extensions thereof, provided that (i) the Third Amendment Initial Funding Date, Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the Third Amendment Initial Funding Date and disclosed in Schedule 9.02 securing property covered by such Lien or financed by Indebtedness permitted under Section 9.01(c); provided that no such Lien shall encumber any additional property 8.1(b) and (B) proceeds and products thereof and (ii) the amount replacement, renewal, extension or refinancing of Indebtedness the obligations secured or benefitted by such Lien shall not be increased or its term extended from that existing on the Closing Date or the Third Amendment Initial Funding DateLiens, as applicable (as such Indebtedness may be permanently reduced subsequent to the Closing Datesuch date) except to the extent constituting Indebtedness, is permitted by Section 9.01(c8.1(b); ​; (c) Liens securing Indebtedness for taxes, assessments or governmental charges that are not overdue for a period of the type permitted under Section 9.01(b); provided that more than any applicable grace period related thereto or (i) such Lien is granted within 60 days after such Indebtedness is incurredthat are being contested in good faith and by appropriate actions, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP to the extent required by GAAP or (ii) the Indebtedness secured thereby does failure to pay or discharge the same would not exceed reasonably be expected to have, individually or in the lesser of the cost and the fair market value of the equipment at the time of such acquisition and (iii) such Lien encumbers only the assets acquired with the proceeds of such Indebtedness or the assets leased or purported to be leased under such Capitalized Leasesaggregate, as the case may be, and the proceeds thereof; ​a Material Adverse Effect; (d) statutory or common law Liens arising by operation of law in favor of landlords, sub-landlords, carriers, warehousemen, mechanics, materialmen and landlords incurred materialmen, repairmen, construction contractors or other like Liens, so long as, in the ordinary course of business for each case, such Liens secure amounts not yet overdue for a period of more than thirty (30) days or if more than thirty (30) days overdue, are unfiled and no other action has been taken to enforce such Liens or that are being diligently contested in good faith and by appropriate proceedings that stay execution of such Lien and for which actions, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP shall have been established on its booksGAAP; (e) Liens incurred (i) pledges or deposits made in the ordinary course of business in connection with worker’s workers’ compensation, unemployment insurance or and other forms of governmental insurance or ​ ​ benefits, or to secure performance of tenders, statutory obligations, bids, leases or other similar obligations social security legislation and (other than for borrowed moneyii) entered into pledges and deposits in the ordinary course of business 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 secure obligations on surety, appeal the Company or performance bondsany of its Restricted Subsidiaries; (f) Judgment Liens in existence pledges or deposits to secure the performance of bids, trade contracts, utilities, governmental contracts and leases (other than Indebtedness for less than 60 days after the entry thereofborrowed money), or with respect to which execution has been bondedstatutory obligations, stayed or the payment of which is covered in full by insurance or surety surety, stay, customs and appeal bonds, performance bonds and which Judgment Liens do not otherwise result other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in an Event the ordinary course of Default under Section 10.01(g); ​business; (g) covenants, conditions, easements, rights-of-way, building codes, restrictions (including zoning restrictions), defects or irregularities in title encroachments, licenses, protrusions and other similar encumbrances notand minor title defects, in each case, interfering case affecting Real Property and that do not in any material respect the aggregate materially interfere with the value or use ordinary conduct of the property to which such Lien is attachedbusiness of the Company and its Restricted Subsidiaries, taken as a whole; (h) Liens (i) securing judgments or orders for Taxesthe payment of money not constituting an Event of Default under Section 10.1(h), assessments (ii) arising out of judgments or awards against the Company or any Restricted Subsidiary with respect to which an appeal or other governmental charges or levies proceeding for review is then being pursued and (excluding any Lien imposed pursuant iii) notices of lis pendens and associated rights related to the provisions of ERISA or any Canadian Pension Plan) not yet due and payable, or that are litigation being diligently contested in good faith by appropriate proceedings that stays execution and for which adequate reserves in accordance with GAAP shall have been established on its booksmade; (i) leases, licenses, subleases or sublicenses (including licenses and sublicenses of software and other IP Rights) and terminations thereof, in each case either granted to others with respect to IP Rights that are not material to the business of the Company and Restricted Subsidiaries or in the ordinary course of business, which (i) do not interfere in any material respect with the business of the Company and its Restricted Subsidiaries, taken as a whole, (ii) do not secure any Indebtedness and (iii) are permitted by Section 8.5; (j) Liens (i) 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 in the ordinary course of business by virtue or (ii) on specific items of inventory or other goods and proceeds of any contractualPerson securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such person to facilitate the purchase, statutory shipment or common law provision relating storage of such inventory or other goods in the ordinary course of business; (k) Liens (i) of a collection bank arising under Section 4-208 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to banker’s Liens, rights of set-off or similar rights and remedies covering deposit commodity trading accounts or securities other commodities brokerage accounts incurred in the ordinary course of business, (including funds iii) in favor of a banking or other assets credited thereto) financial institution arising as a matter of Law or under customary general terms and conditions encumbering deposits or other funds maintained with a depository financial institution (including the right of set-off) and that are within the general parameters customary in the banking industry or securities intermediaryarising pursuant to such banking institution’s general terms and conditions, so long and (iv) that are contractual rights of setoff or rights of pledge relating to purchase orders and other agreements entered into with customers of the Company or any of its Restricted Subsidiaries in the ordinary course of business; (l) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to SectionsSection 8.3(g), (i) and (n) or, to the extent related to any of the foregoing, Section 8.58.3(s) or (y), to be applied against the purchase price for such Investment, andor (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 8.5, in each case, solely to the extent such Investment or Disposition, as the applicable provisions of Section 8.12 case may be, would have been complied with in respect permitted on the date of the creation of such deposit accounts and securities accounts; ​Lien; (jm) Liens (i) in favor of the Company or any Guarantor and (ii) in favor of a Restricted Subsidiary that is not a Note Party on assets of a Restricted Subsidiary that is not a Note Party securing Indebtedness permitted under Section 8.1; (n) any interest or title of a lessor, sub-lessor, licensor or sublessor sub-licensor under any leaseleases, license subleases, licenses or sublease (and precautionary UCC filings or PPSA registrations with respect thereto) sublicenses entered into by the Company or any such Credit Party or Subsidiary of its Restricted Subsidiaries in the ordinary course of business or with respect to IP Rights that are not material to the business of the Company and its Restricted Subsidiaries; (o) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business permitted by this Agreement; (p) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 8.3; (q) 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 covering only the assets so leased, licensed or subleased; ​not for speculative purposes; (kr) Liens that are contractual rights of set-off or rights of pledge (i) relating to the establishment of depository relations with banks or other deposit-taking financial institutions and not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Company or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company or any of its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Company or any of its Restricted Subsidiaries in the ordinary course of business; (s) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by such Person the Company or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; ​; (lt) ground leases in respect of Real Property on which facilities owned or leased by the Company or any of its Restricted Subsidiaries are located; (u) Liens to secure Indebtedness permitted under Section 8.1(e) and (dd); provided that (i) such Liens are created within 365 days of sellers the acquisition, construction, repair, lease or improvement of goods the property subject to such Liens, (ii) such Liens do not at any time encumber property (except for replacements, additions, accessions and proceeds to such property) other than the property financed by such Indebtedness and the proceeds and products thereof and customary security deposits and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets (except for replacements, additions and accessions to such assets) other than the assets subject to such Capitalized Leases and the proceeds and products thereof and customary security deposits; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (v) Liens on property of any Restricted Subsidiary (including any Foreign Subsidiary) that is not a Note Party, which Liens secure Indebtedness or other obligations of any such Restricted Subsidiary that is not a Note Party permitted under Section 8.1(u) or otherwise permitted under Section 8.1 (other than in respect of Indebtedness for borrowed money and Guarantees of Indebtedness for borrowed money); (w) Liens existing on property at the time of its acquisition or existing on the property of any Person arising under Article II at the time such Person becomes a Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 7.13) (other than Liens on the Equity Interests of the Uniform Commercial Code or similar provisions of Applicable Law in the ordinary course of business, covering only the goods sold or securing only the unpaid purchase price of such goods and related expenses any Person that becomes a Restricted Subsidiary to the extent such Equity Interests are owned by the Company or another Restricted Subsidiary) or Liens to secure Indebtedness otherwise incurred pursuant to Section 8.1(g) to finance a Permitted Acquisition, in each case after the Closing Date; provided that (i) such Lien either (A) secures Indebtedness incurred pursuant to Section 8.1(g) to finance a Permitted Acquisition or (B)(x) was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary and (y) does not extend to or cover any other assets or property (other than the proceeds, products and accessions 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, 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 (ii) the Indebtedness secured thereby is permitted hereunderunder Section 8.1(g); ​and (iii) such Lien may only be senior to the Lien on the Collateral securing the Note Obligations if the Indebtedness such Lien secures was incurred pursuant to clause (a) of the first proviso of Section 8.1(g) or must otherwise be junior to the Lien on the Collateral securing the Note Obligations; (mx) (i) zoning, building, entitlement and other land use regulations by Governmental Authorities with which the normal operation of the business complies, and (ii) 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 Company and its Restricted Subsidiaries, taken as a whole; (y) Liens arising from precautionary Uniform Commercial Code financing statement or similar filings; (z) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto thereto; (aa) the modification, replacement, renewal or extension of any Lien permitted by Sections 8.2(b), (u) and (w); provided that (i) the Lien does not extend to any additional property, other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien and (B) proceeds and products thereof, and (ii) the renewal, extension, restructuring or refinancing of the obligations secured or benefited by such Liens is permitted by Section 8.1 (to the extent constituting Indebtedness); provided further that such financing Lien may only be senior to the Lien on the Collateral securing the Note Obligations if the Indebtedness such Lien secures could have been incurred pursuant to clause (a) of the definition of Permitted Ratio Debt at the time of incurrence and at the time of granting such Lien or must otherwise be junior to the Lien on the Collateral securing the Note Obligations; (bb) Liens with respect to property or assets of the Company or any of its Restricted Subsidiaries securing obligations in an aggregate principal amount outstanding at any time not to exceed $5,000,000 to the extent the Indebtedness so secured is permitted under pursuant to Section 9.01(g); ​8.1; (ncc) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits so long as the applicable provisions of Section[Reserved];

Limitation on Liens. Each Credit Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, createCreate, incur, assume or suffer to exist any Lien upon any property of its property, assets or assets of any kind (real or personal, tangible or intangible) of any such Person (including its Capital Stock)revenues, whether now owned or hereafter acquired, except for the following (collectively, the Liens described below are herein referred to as “Permitted Liens”): ​; provided, however, that no reference to a Permitted Lien herein, including any statement or provision as to the acceptability of any Permitted Lien, shall in any way constitute or be construed so as to postpone or subordinate any Liens or other rights of the Agents, the Lenders or any of them hereunder or arising under any other Loan Document in favor of such Permitted Lien): (a) Liens securing payment for Taxes not yet delinquent or the nonpayment of which in the aggregate would not reasonably be expected to have a Material Adverse Effect, or which are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves with respect thereto are maintained on the books of the Obligations; ​ (b) Liens existing as of the Closing Date or, on and after the Third Amendment Initial Funding Date, the Third Amendment Initial Funding Date and disclosed in Schedule 9.02 securing Indebtedness permitted under Section 9.01(c); provided that no such Lien shall encumber any additional property and the amount of Indebtedness secured by such Lien shall not be increased Borrower or its term extended from that existing on the Closing Date or the Third Amendment Initial Funding Date, as applicable (as such Indebtedness may be permanently reduced subsequent to the Closing Datesuch date) except to the extent permitted by Section 9.01(c); ​ (c) Liens securing Indebtedness of the type permitted under Section 9.01(b); provided that (i) such Lien is granted within 60 days after such Indebtedness is incurred, (ii) the Indebtedness secured thereby does not exceed the lesser of the cost and the fair market value of the equipment at the time of such acquisition and (iii) such Lien encumbers only the assets acquired with the proceeds of such Indebtedness or the assets leased or purported to be leased under such Capitalized LeasesSubsidiaries, as the case may be, and the proceeds thereof; ​in conformity with GAAP; (db) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising by operation of law in favor of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business and relating to obligations which are not overdue for amounts not yet overdue a period of more than 60 days or which are being diligently contested in good faith by appropriate proceedings diligently conducted; (c) Liens of landlords or of mortgagees of landlords arising by operation of law or pursuant to the terms of real property leases, provided that stay execution the rental payments secured thereby are not yet due and payable; (d) pledges, deposits or other Liens in connection with workers’ compensation, unemployment insurance, other social security benefits or other insurance related obligations (including pledges or deposits in respect of such Lien and for which adequate reserves in accordance with GAAP shall have been established on its booksliability to insurance carriers under insurance or self-insurance arrangements); (e) Liens incurred arising by reason of any judgment, decree or deposits made in the ordinary course order of business in connection with worker’s compensation, unemployment insurance any court or other forms Governmental Authority, if appropriate legal proceedings which may have been duly initiated for the review of governmental insurance such judgment, decree or ​ ​ benefitsorder, are being diligently prosecuted and shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired; (f) Liens to secure the performance of tenders, statutory obligations, bids, leases or other similar obligations trade contracts (other than for borrowed money) entered into ), obligations for utilities, leases, statutory obligations, surety and appeal bonds, performance bonds, judgment and like bonds, replevin bonds, other similar bonds and other obligations of a like nature incurred in the ordinary course of business or to secure obligations on surety, appeal or performance bondsbusiness; (f) Judgment Liens in existence for less than 60 days after the entry thereof, or with respect to which execution has been bonded, stayed or the payment of which is covered in full by insurance or surety bonds, and which Judgment Liens do not otherwise result in an Event of Default under Section 10.01(g); ​ (g) zoning restrictions, easements, rights-of-way, zoning restrictionsrestrictions on the use of property, defects or irregularities in title and other similar encumbrances notincurred in the ordinary course of business and minor irregularities of title, in each case, interfering in any material respect which do not materially interfere with the value or use ordinary conduct of the property to which such Lien is attachedbusiness of the Borrower and its Subsidiaries taken as a whole; (h) Liens for Taxes, assessments or other governmental charges or levies (excluding any Lien imposed pursuant to the provisions of ERISA or any Canadian Pension Plan) not yet due and payable, or that are being diligently contested in good faith by appropriate proceedings that stays execution and for which adequate reserves in accordance with GAAP shall have been established on its books; arising from (i) Liens arising operating leases and (ii) equipment or other materials which are not owned by any Borrower or a Subsidiary located on the premises of such Borrower or Subsidiary (but not in connection with, or as part of, the financing thereof) from time to time in the ordinary course of business by virtue and (it being understood that any precautionary UCC financing statement filings in respect of any contractual, such lease or equipment shall not be deemed a Lien); (i) statutory or common law provision relating to banker’s Liens, Liens or rights of set-off setoff of depository banks or similar rights and remedies covering securities intermediaries with respect to deposit accounts, securities accounts or other funds of the Borrower or any Subsidiary maintained at such banks or intermediaries, including to secure fees and charges in connection with returned items or the standard fees and charges of such banks or intermediaries in connection with the deposit accounts, securities accounts (including funds or other assets credited thereto) or other funds maintained with a depository institution by the Borrower or securities intermediary, so long as such Subsidiary at such banks or intermediaries (but not any Indebtedness for borrowed money owing by the applicable provisions of Section 8.12 have been complied with in respect of Borrower or such deposit accounts and securities accounts; ​Subsidiary to such banks or intermediaries); (j) any interest or title Liens on goods in favor of customs and revenue authorities arising as a lessor, licensor or sublessor under any lease, license or sublease (and precautionary UCC filings or PPSA registrations matter of law to secure custom duties in connection with respect thereto) entered into by any the importation of such Credit Party or Subsidiary in the ordinary course of its business and covering only the assets so leased, licensed or subleased; ​goods; (k) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by such Person in connection with any letter arising out of intent conditional sale, title retention, consignment or purchase agreement permitted hereunder; ​ (l) Liens of sellers similar arrangements for the sale of goods to such Person arising under Article II of entered into by the Uniform Commercial Code Borrower or similar provisions of Applicable Law its Subsidiaries in the ordinary course of business, covering only ; (l) Liens in respect of Indebtedness of the goods sold Borrower and its Subsidiaries permitted by Section 7.2(m) or securing only the unpaid purchase price of such goods and related expenses to the extent such Indebtedness is permitted hereunder; ​Section 7.2(o); (m) Liens on insurance policies the property or assets described in Section 7.2(p) in respect of Indebtedness of the Borrower and the proceeds thereof securing the financing of premiums with respect thereto to the extent such financing is its Subsidiaries permitted under by Section 9.01(g7.2(p); ​; (n) Liens in respect of or consisting of (i) Indebtedness of the Borrower and its Subsidiaries permitted by Section 7.2(f) incurred to finance or refinance the acquisition, leasing, construction or improvement of fixed or capital assets, provided, that such Liens do not at any time encumber any property other than the property financed or refinanced by such Indebtedness, or (ii) Indebtedness of the Borrower and its Subsidiaries permitted by Section 7.2(g) assumed in connection with any acquisition permitted by Section 7.9, provided that in the case of this clause (ii), (x) such Liens shall not be created in contemplation of such acquisition and shall be created no later than the later of the date of such acquisition or the date of the assumption of such Indebtedness, and (y) the total value of the collateral subject to such Liens immediately following such acquisition shall not be materially greater than the value of the collateral subject to such Liens immediately prior to such acquisition; (o) Liens existing on assets or properties at the time of the acquisition thereof by the Borrower or any of its Subsidiaries which do not materially interfere with the use, occupancy, operation and maintenance of structures existing on the property subject thereto or extend to or cover any assets or properties of the Borrower or such Subsidiary other than the assets or property being acquired; (p) (i) Liens in respect of Indebtedness of the Borrower and its Subsidiaries permitted by Section 7.2(i), provided that no such Lien in respect of Indebtedness incurred pursuant to Section 7.2(i) is spread to cover any additional property after the Closing Date and that the amount of Indebtedness secured thereby is not increased except as permitted by Section 7.2(i), (ii) Liens not otherwise permitted hereunder, all of which Liens permitted pursuant to this Section 7.3(p)(ii) secure obligations not exceeding $[ ] in aggregate amount at any time outstanding, and (iii) Liens contemplated by Section 7.2(v)(ii); (q) Liens in respect of Guarantee Obligations permitted under Section 7.4(d) not exceeding (as to the Borrower and all of its Subsidiaries) $[ ] in aggregate amount at any time outstanding; (r) Liens created pursuant to the Security Documents; (s) any encumbrance or restriction (including put and call agreements) with respect to the right Capital Stock of setany joint venture or similar arrangement pursuant to the joint venture or similar agreement with respect to such joint venture or similar arrangement, provided that no such encumbrance or restriction affects in any way the ability of the Borrower or any of its Subsidiaries to comply with Section 6.9(b) or Section 6.9(d); (t) Liens on property of any Foreign Subsidiary of the Borrower in respect of Indebtedness of such Subsidiary permitted by Section 7.2; (u) Liens on intellectual property, including any foreign patents, patent applications, trademarks, trademark applications, trade names, copyrights, technology, know-offhow or processes; provided that such Liens result from the granting of licenses in the ordinary course of business to any Person to use such intellectual property or such foreign patents, patent applications, trademarks, trademark applications, trade names, copyrights, technology, know-how or processes, as the case may be; (v) Liens on property (i) of any Subsidiary that is not a Loan Party and (ii) that does not constitute Collateral, which are Liens in favor respect of a bank Indebtedness of the applicable Subsidiary permitted under Section 7.2, Guarantee Obligations of the applicable Subsidiary permitted under Section 7.4, or other depository institution arising as a matter liabilities or obligations of law encumbering deposits so long as the applicable provisions Subsidiary not prohibited by this Agreement; (w) Liens in respect of Sectionor consisting of Indebtedness of the Borrower and its Subsidiaries permitted by Section 7.2(c) and Guarantee Obligations in respect of such Indebtedness permitted under Section 7.4(k) and any refinancings, extensions, refundings, renewals and replacements thereof, in whole or in part, otherwise permitted under this Agreement; (x) Liens in respect of or consisting of Indebtedness of the Borrower and its Subsidiaries permitted by Section 7.2(d) and Guarantee Obligations in respect of such Indebtedness permitted under Section 7.4(k) and any refinancings, extensions, refundings, renewals and replacements thereof, whether in whole or in part, otherwise permitted under this Agreement or otherwise created pursuant to the ABL Facility Documents; provided that (i) such Liens do not apply to any asset other than Collateral that is subject to a Lien granted under a Security Document to secure the “Secured Obligations” as defined in the Guarantee and Collateral Agreement and (ii) all such Liens shall be subject to the Intercreditor Agreement or another intercreditor agreement that is no less favorable to the Secured Parties than the Intercreditor Agreement; (y) Liens in respect of or in connection with Interest Rate Protection Agreements and Permitted Hedging Arrangements entered into by the Borrower or its Subsidiaries; (z) Liens on property subject to Sale and Leaseback Transactions and general intangibles related thereto; (aa) Liens in respect of Guarantee Obligations permitted under Section 7.4 relating to Indebtedness permitted under Section 7.2, to the extent Liens in respect of such Indebtedness are permitted under this Section 7.3; and (bb) Liens, security interests, title imperfections and defects, and all other defects and impairments of any nature whatsoever, in each case in existence on the Closing Date.

Limitation on Liens. Each Credit Party Nothing in this Indenture or in the Debt Securities or Coupons, if any, shall in any way restrict or prevent the Company or any Subsidiary from incurring any indebtedness; provided that the Company covenants and agrees that neither it nor any Restricted Domestic Subsidiary will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incurissue, assume or suffer to exist guarantee any Lien notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (hereinafter in this Article Twelve called "Debt") secured by mortgage, lien, pledge or other encumbrance upon any Restricted Property without effectively providing that the Debt Securities of all series (excluding any series of Debt Securities with respect to which the property securing such Debt is not Restricted Property, but including, if the Company so determines, any other indebtedness or assets obligation then existing and any other indebtedness or obligation, thereafter created, ranking equally with the Debt Securities of any kind all series) shall be secured equally and ratably with (real or personal, tangible or intangibleprior to) of any such Person (including its Capital Stock), whether now owned or hereafter acquiredDebt so long as such Debt shall be so secured, except for that the following (collectively, the “Permitted Liens”): ​foregoing provisions shall not apply to: (a) Liens securing payment mortgages, liens, pledges or other encumbrances (hereinafter in this Article Twelve called "Mortgages") in existence on the date hereof and, with respect to any particular series of Debt Securities, any Mortgage existing at the Obligations; ​date that Debt Securities of such series are first issued; (b) Liens existing as Mortgages on property to secure all or part of the Closing Date orcost of exploration, on and after drilling or development thereof or all or part of the Third Amendment Initial Funding Datecost of altering or repairing equipment used in connection therewith or (in case of property which is, in the Third Amendment Initial Funding Date and disclosed in Schedule 9.02 securing Indebtedness permitted under Section 9.01(c); provided that no opinion of the Board of Directors, substantially unimproved for the use intended by the Company) all or part of the cost of improvement thereof, or to secure Debt incurred to provide funds for any such Lien shall encumber any additional property and the amount of Indebtedness secured by such Lien shall not be increased or its term extended from that existing on the Closing Date or the Third Amendment Initial Funding Date, as applicable (as such Indebtedness may be permanently reduced subsequent to the Closing Datesuch date) except to the extent permitted by Section 9.01(c); ​purpose; (c) Liens securing Indebtedness Mortgages which secure only indebtedness owing by a Subsidiary to the Company, to one or more Subsidiaries or to the Company and one or more Subsidiaries; (d) Mortgages on the property of any corporation existing at the type permitted under Section 9.01(btime such corporation becomes a Subsidiary; (e) Mortgages on any property to secure Debt or other indebtedness incurred in connection with the construction, installation or financing of pollution control or abatement facilities, other forms of industrial revenue bond financing or Debt issued or guaranteed by the United States, any State or any department, agency or instrumentality of either; or (f) In the case of any series of Debt Securities, any extension, renewal or replacement (or successive extensions, renewals or replacements); , in whole or in part, of any Mortgage existing at the date Debt Securities of such series are first issued, or any Mortgage referred to in the foregoing clauses (a) through (e) or of any Debt secured thereby, provided that (i) such Lien is granted within 60 days after such Indebtedness is incurred, (ii) the Indebtedness principal amount of Debt secured thereby does shall not exceed the lesser principal amount of the cost and the fair market value of the equipment Debt so secured at the time of such acquisition extension, renewal or replacement, and that such extension, renewal or replacement Mortgage shall be limited to all or part of substantially the same property which secured the Mortgage extended, renewed or replaced (iii) plus improvements on such Lien encumbers only property). Notwithstanding the assets acquired foregoing provisions of this Section 12.07, the Company and any one or more Restricted Domestic Subsidiaries may issue, assume or guarantee Debt secured by Mortgages which would otherwise be subject to the foregoing restrictions in an aggregate principal amount which, together with the proceeds aggregate outstanding principal amount of such Indebtedness or all other Debt of the assets leased or purported Company and its Restricted Domestic Subsidiaries which would otherwise be subject to be leased the foregoing restrictions (not including Debt permitted to the secured under such Capitalized Leases, as the case may be, clauses (a) through (f)) and the proceeds thereof; ​ aggregate Value of the Sale and Lease-Back Transactions in existence at such time (dnot including Sale and Lease-Back Transactions described in Section 12.08(a) Liens arising by operation or as to which the Company has complied with Section 12.08(b)) does not at the time of law in favor of carriersissuance, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for amounts not yet overdue or being diligently contested in good faith by appropriate proceedings that stay execution of such Lien and for which adequate reserves in accordance with GAAP shall have been established on its books; (e) Liens incurred or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other forms of governmental insurance or ​ ​ benefitsassumption, or to secure performance of tenders, statutory obligations, bids, leases or other similar obligations (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety, appeal or performance bonds; (f) Judgment Liens in existence for less than 60 days after the entry thereof, or with respect to which execution has been bonded, stayed or the payment of which is covered in full by insurance or surety bonds, and which Judgment Liens do not otherwise result in an Event of Default under Section 10.01(g); ​ (g) easements, rights-of-way, zoning restrictions, defects or irregularities in title and other similar encumbrances not, in each case, interfering in any material respect with the value or use of the property to which such Lien is attached; (h) Liens for Taxes, assessments or other governmental charges or levies (excluding any Lien imposed pursuant to the provisions of ERISA or any Canadian Pension Plan) not yet due and payable, or that are being diligently contested in good faith by appropriate proceedings that stays execution and for which adequate reserves in accordance with GAAP shall have been established on its books; (i) Liens arising in the ordinary course of business by virtue of any contractual, statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies covering deposit accounts or securities accounts (including funds or other assets credited thereto) or other funds maintained with a depository institution or securities intermediary, so long as the applicable provisions of Section 8.12 have been complied with in respect of such deposit accounts and securities accounts; ​ (j) any interest or title of a lessor, licensor or sublessor under any lease, license or sublease (and precautionary UCC filings or PPSA registrations with respect thereto) entered into by any such Credit Party or Subsidiary in the ordinary course of its business and covering only the assets so leased, licensed or subleased; ​ (k) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by such Person in connection with any letter of intent or purchase agreement permitted hereunder; ​ (l) Liens of sellers of goods to such Person arising under Article II of the Uniform Commercial Code or similar provisions of Applicable Law in the ordinary course of business, covering only the goods sold or securing only the unpaid purchase price of such goods and related expenses to the extent such Indebtedness is permitted hereunder; ​ (m) Liens on insurance policies and the proceeds guarantee thereof securing the financing of premiums with respect thereto to the extent such financing is permitted under Section 9.01(g); ​ (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits so long as the applicable provisions of Sectionexceed 5%

Limitation on Liens. Each Credit Party The Borrower will not, and will not permit any of its the Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any such Person (including its Capital Stock)Subsidiary, whether now owned or hereafter acquired, except for the following (collectively, the “Permitted Liens”): ​except: (a) Liens securing payment of the Obligations; ​Indebtedness pursuant to Section 11.1(a); (b) Permitted Liens; (c) Liens (including liens arising under Capital Leases to secure Capital Lease Obligations) securing Indebtedness permitted pursuant to Section 11.1(g); provided that such Liens attach concurrently with or within 270 days after the acquisition, lease, repair, replacement, construction, expansion or improvement (as applicable) being financed with such Indebtedness, (ii) other than the property financed by such Indebtedness, such Liens do not at any time encumber any property, except for replacements thereof and accessions and additions to such property and the proceeds and the products thereof and customary security deposits and (iii) with respect to Capital Leases, such Liens do not at any time extend to or cover any assets (except for accessions and additions to such assets, replacements and products thereof and customary security deposits) other than the assets subject to such Capital Leases; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (d) Liens existing as on the Effective Date other than Liens securing Indebtedness under the First Lien First Out Credit Agreement and Permitted Second Lien Indebtedness; provided that any Lien securing Indebtedness in excess of (i) $5,750,000 individually or (ii) $11,500,000 in the Closing Date oraggregate (when taken together with all other Liens securing obligations outstanding in reliance on this clause (d) that are not listed on Schedule 11.2) shall only be permitted to the extent such Lien is listed on Schedule 11.2; (i) the modification, on replacement, extension or renewal of any Lien permitted by clauses (a), (b), (c), (d), during a Credit Rating Trigger Period, (f), (i), (s) and after (w) of this Section 11.2 upon or in the Third Amendment Initial Funding Datesame assets theretofore subject to such Lien or upon or in after-acquired property that is (A) affixed or incorporated into the property covered by such Lien, (B) in the Third Amendment Initial Funding Date case of Liens permitted by clauses (f) and disclosed in Schedule 9.02 (s), subject to a Lien securing Indebtedness permitted under Section 9.01(c11.1, the terms of which Indebtedness require or include 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 proceeds and products thereof or (ii) during a Credit Rating Trigger Period, Liens securing Indebtedness incurred in replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor except to the extent otherwise permitted hereunder) of secured Indebtedness, to the extent the replacement, extension or renewal of the Indebtedness secured thereby is permitted by Section 11.1; (f) during a Credit Rating Trigger Period, Liens existing on the assets of any Person that becomes a Subsidiary, or existing on assets acquired, pursuant to a Permitted Acquisition to the extent the Liens on such assets secure Indebtedness permitted by Section 11.1(i); provided that no such Lien shall encumber any additional Liens attach at all times only to the same assets that such Liens (or upon or in after-acquired property and that is (i) affixed or incorporated into the amount of Indebtedness secured property covered by such Lien, (ii) after-acquired property subject to a Lien securing Indebtedness permitted under Section 11.1(i), the terms of which Indebtedness require or include a pledge of after-acquired property (it being understood that such requirement shall not be increased permitted to apply to any property to which such requirement would not have applied but for such acquisition) and (iii) the proceeds and products thereof) attached to, and secure only, the same Indebtedness or its term extended from that existing on the Closing Date obligations (or the Third Amendment Initial Funding Date, as applicable (as any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness may be permanently reduced subsequent to the Closing Datesuch date) except to the extent permitted by Section 9.01(c); ​11.1) that such Liens secured, immediately prior to such Permitted Acquisition; (cg) during a Credit Rating Trigger Period, Liens securing placed upon the Stock and Stock Equivalents of any Person that becomes a Subsidiary pursuant to a Permitted Acquisition, or the assets of such a Subsidiary, in each case, to secure Indebtedness of the type permitted under incurred pursuant to Section 9.01(b11.1(j); provided that such Liens attach at all times only to the Stock and Stock Equivalents or assets so acquired; (h) during a Credit Rating Trigger Period, Liens securing Indebtedness or other obligations (i) such Lien of the Borrower or a Subsidiary in favor of a Credit Party and (ii) of any Subsidiary that is granted within 60 days after such Indebtedness not a Credit Party in favor of any Subsidiary that is incurrednot a Credit Party; (i) Liens (i) of a collecting bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the Indebtedness secured thereby does not exceed the lesser ordinary course of the cost and the fair market value of the equipment at the time of such acquisition business and (iii) such Lien encumbers only in favor of a banking institution arising as a matter of law encumbering deposits (including the assets acquired with right of set-off); (j) Liens (i) on cash advances in favor of the proceeds seller of such Indebtedness or the assets leased or purported any property to be leased acquired in an Investment permitted pursuant to Section 11.5 to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to Dispose of any property in a transaction permitted under Section 11.4, in each case, solely to the extent such Capitalized LeasesInvestment or Disposition, as the case may be, and would have been permitted on the proceeds thereof; ​date of the creation of such Lien; (dk) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods entered into by operation the Borrower or any of law the Subsidiaries in favor the ordinary course of carriers, warehousemen, mechanics, materialmen business permitted by this Agreement; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 11.5; (m) Liens encumbering reasonable customary initial deposits and landlords margin deposits and similar Liens attaching to brokerage accounts incurred in the ordinary course of business for amounts not yet overdue or being diligently contested in good faith and approved by appropriate proceedings that stay execution the Borrower’s board of such Lien and for which adequate reserves in accordance with GAAP shall have been established on its booksdirectors; (en) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance or incurrence of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance of the Borrower and the Subsidiaries or (iii) relating to purchase orders and other forms of governmental insurance or ​ ​ benefits, or to secure performance of tenders, statutory obligations, bids, leases or other similar obligations (other than for borrowed money) agreements entered into in the ordinary course of business or to secure obligations on surety, appeal or performance bonds; (f) Judgment Liens in existence for less than 60 days after the entry thereof, or with respect to which execution has been bonded, stayed or the payment of which is covered in full by insurance or surety bonds, and which Judgment Liens do not otherwise result in an Event of Default under Section 10.01(g); ​ (g) easements, rights-of-way, zoning restrictions, defects or irregularities in title and other similar encumbrances not, in each case, interfering in any material respect with the value or use customers of the property to which such Lien is attached; (h) Liens for Taxes, assessments or other governmental charges or levies (excluding any Lien imposed pursuant to the provisions of ERISA Borrower or any Canadian Pension Plan) not yet due and payable, or that are being diligently contested in good faith by appropriate proceedings that stays execution and for which adequate reserves in accordance with GAAP shall have been established on its books; (i) Liens arising in the ordinary course of business by virtue of any contractual, statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies covering deposit accounts or securities accounts (including funds or other assets credited thereto) or other funds maintained with a depository institution or securities intermediary, so long as the applicable provisions of Section 8.12 have been complied with in respect of such deposit accounts and securities accounts; ​ (j) any interest or title of a lessor, licensor or sublessor under any lease, license or sublease (and precautionary UCC filings or PPSA registrations with respect thereto) entered into by any such Credit Party or Subsidiary in the ordinary course of its business and covering only the assets so leased, licensed or subleased; ​business; (ko) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by such Person the Borrower or any of the Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; ​; (l) Liens of sellers of goods to such Person arising under Article II of the Uniform Commercial Code or similar provisions of Applicable Law in the ordinary course of business, covering only the goods sold or securing only the unpaid purchase price of such goods and related expenses to the extent such Indebtedness is permitted hereunder; ​ (mp) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto to the extent such financing is permitted under Section 9.01(g); ​thereto; (nq) (i) Liens in respect of Production Payments which, in the case of Production Payments constituting Indebtedness, shall not exceed an aggregate principal amount of $250,000,000 at any one time outstanding and (including ii) Liens in connection with Royalty Trust Transactions and obligations arising from net profits interests, working interests, overriding royalty interests or similar real property interest; (r) the prior right of set-offconsignees and their lenders under consignment arrangements entered into in the ordinary course of business; (s) agreements to subordinate any interest of the Borrower or any Subsidiary in favor of a bank any accounts receivable or other depository institution proceeds arising as from inventory consigned by the Borrower or any Subsidiary pursuant to an agreement entered into in the ordinary course of business; (t) Liens on Stock in a matter joint venture that does not constitute a Subsidiary securing obligations of law encumbering deposits such joint venture so long as the applicable provisions assets of Sectionsuch joint venture do not constitute Collateral; (u) Liens securing any Indebtedness permitted by Section 11.1(k); (v) Liens arising pursuant to Section 107(l) of CERCLA, or other Environmental Law, unless such Lien (i) by action of the lienholder, or by operation of law, takes priority over any Liens arising under the Credit Documents on the property upon which it is a Lien, and (ii) relates to a liability of the Borrower or any Subsidiary that is reasonably likely to exceed $34,500,000; (w) Liens securing any Indebtedness permitted by Section 11.1(v); (x) during a Credit Rating Trigger Period, Liens on any property of the Borrower or any Subsidiary to secure Indebtedness and obligations of the Borrower or such Subsidiary under Hedge Agreements permitted under Section 11.10 with counterparties other than a Hedge Bank (as defined in the First Lien First Out Credit Agreement); (y) Liens arising from judgments or decrees in circumstances not constituting an Event of Default under Section 12.9; and (z) Liens securing Indebtedness issued or incurred under Section 11.1(z); provided that such Liens are subordinated to the Liens securing the Obligations pursuant to the Existing Intercreditor Agreement; (aa) during a Credit Rating Trigger Period, Liens on Non-Borrowing Base Properties securing Indebtedness permitted by Section 11.1(dd); (bb) Liens securing Indebtedness incurred under Section 11.1(aa); (cc) Liens securing the counterparty’s interests under farm-in agreements or farm-out agreements and Development Joint Ventures relating to Developed Non-Producing Reserves, Proved Non-Producing Reserves, Proved Undeveloped Reserves or Hydrocarbon Interests to which no Proved Reserves are attributable or undeveloped acreage to which no Proved Reserves are attributable, which Liens may be first priority Liens senior to the Liens securing the Obligations, if the aggregate value of the property secured by such Liens pursuant to this Section 11.2(bb) valued at the time such agreement is entered into, is less than or equal to $500,000,000; provided that, if requested by the Borrower, the Administrative Agent shall (and the Lenders hereby agree that the Administrative Agent shall) subordinate and/or release its Liens relating to such property; and (dd) Liens securing Indebtedness pursuant to Section 11.1(bb); provided that such Indebtedness shall be (i) secured by the Liens on the Collateral that secure the Obligations and the First Lien First Out Obligations but provide for collateral recovery in respect of such Liens to be junior to the collateral recovery in respect of the First Lien First Out Obligations, (ii) subject to the Existing Intercreditor Agreement such that the lending parties under such Indebtedness are “Priority Lien Secured Parties” (as defined therein) and (iii) subject to the First Lien Intercreditor Agreement or an intercreditor agreement in form and substance substantially similar to the First Lien Intercreditor Agreement or that is otherwise reasonably acceptable to the Majority Lenders.

Limitation on Liens. Each Credit Party New USI will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume assume, or suffer to exist any Lien upon any of its revenues, property or assets of any kind (real or personal, tangible or intangible) of any such Person (including its Capital Stock)fixed assets, inventory, real property, intangible rights and stock) or other assets, whether now owned or hereafter acquired, except for other than the following (collectively, the “"Permitted Liens”): ​"): (a) Liens which were granted prior to the date hereof securing payment of Indebtedness or other obligations having an aggregate principal or face amount not exceeding $5,000,000, and refinancings, renewals and extensions thereof to the Obligations; ​extent not encumbering additional property; (b) Liens existing as of the Closing Date orfor taxes, on and after the Third Amendment Initial Funding Dateassessments, the Third Amendment Initial Funding Date and disclosed in Schedule 9.02 securing Indebtedness permitted under Section 9.01(c); provided that no such Lien shall encumber any additional property and the amount of Indebtedness secured by such Lien shall not be increased or its term extended from that existing on the Closing Date other governmental charges or the Third Amendment Initial Funding Date, as applicable (as such Indebtedness may be permanently reduced subsequent to the Closing Datesuch date) except levies to the extent permitted by that payment thereof shall not at the time be required to be made in accordance with the provisions of Section 9.01(c); ​7.06; (c) Liens securing Indebtedness encumbering property of the type permitted under Section 9.01(b); provided that (i) such Lien is granted within 60 days after such Indebtedness is incurred, (ii) the Indebtedness secured thereby does not exceed the lesser New USI or any of the cost and the fair market value of the equipment at the time of such acquisition and (iii) such Lien encumbers only the assets acquired with the proceeds of such Indebtedness or the assets leased or purported to be leased under such Capitalized Leases, as the case may be, and the proceeds thereof; ​ (d) Liens arising by operation of law in favor its Subsidiaries of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for amounts sums not yet overdue or being diligently contested in good faith by appropriate proceedings that stay execution of such Lien and for which adequate appropriate reserves with respect thereto have been established and maintained on the consolidated books of New USI in accordance with GAAP shall have been established on its booksGAAP; (ed) Liens encumbering property of New USI or any of its Subsidiaries of incurred or deposits made in the ordinary course of business (x) in connection with worker’s workers' compensation, unemployment insurance insurance, or other forms of governmental insurance or ​ ​ benefits, or to secure performance of tenders, statutory obligations, bidsleases, leases or other similar obligations and contracts (other than for borrowed money) entered into in the ordinary course of business or (y) to secure obligations on surety, surety or appeal or performance bondsbonds so long as the obligations secured by Liens under this clause (y) do not exceed $20,000,000; (f) Judgment Liens in existence for less than 60 days after the entry thereof, or with respect to which execution has been bonded, stayed or the payment of which is covered in full by insurance or surety bonds, and which Judgment Liens do not otherwise result in an Event of Default under Section 10.01(g); ​ (ge) easements, rights-of-way, zoning restrictions, defects or irregularities in title and similar restrictions and other similar encumbrances notor title defects which, in each casethe aggregate, interfering are not substantial in amount, and which do not in any material respect with case materially detract from the value or use of the property subject thereto or interfere with the ordinary conduct of the business of New USI or any of its Subsidiaries; (f) judgment Liens securing amounts not in excess of (A) $20,000,000 (i) in existence less than 30 days after the entry thereof, (ii) with respect to which execution has been stayed or (iii) with respect to which the appropriate insurance carrier has agreed in writing that there is coverage by insurance or (B) $5,000,000; (g) Liens securing documentary letters of credit; provided such Liens attach only to the property or goods to which such Lien is attachedletter of credit relates; (h) in addition to Liens referred to in clause (i) below, purchase money security interests encumbering, or Liens otherwise encumbering at the time of the acquisition thereof by New USI or any of its Subsidiaries (x) real property and improvements thereto provided such security interests and other Liens do not secure at any time amounts in excess of $25,000,000 in the aggregate for TaxesNew USI and all of its Subsidiaries combined and (y) equipment, assessments furniture, machinery or other governmental charges or levies (excluding any Lien imposed pursuant to the provisions of ERISA assets hereafter acquired by New USI or any Canadian Pension Plan) not yet due of its Subsidiaries for normal business purposes, and payablerefinancings, or that are being diligently contested in good faith by appropriate proceedings that stays execution renewals and for which adequate reserves in accordance with GAAP shall have been established on its booksextensions of such security interests and Liens; (i) Liens arising in on the ordinary course of business by virtue assets of any contractualPerson hereafter acquired by New USI or any of its Subsidiaries, statutory provided that (i) such acquisition is permitted by Section 8.03 and (ii) such Liens were not created in contemplation of or common law provision relating to banker’s Liens, rights do not arise as result of set-off or similar rights and remedies covering deposit accounts or securities accounts (including funds or other assets credited thereto) or other funds maintained otherwise in connection with a depository institution or securities intermediary, so long as the applicable provisions of Section 8.12 have been complied with in respect of such deposit accounts and securities accounts; ​acquisition; (j) any interest or title Liens securing the obligations of a lessor, licensor or sublessor under any lease, license or sublease (and precautionary UCC filings or PPSA registrations New USI and/or its Subsidiaries in connection with respect thereto) entered into letters of credit permitted by any such Credit Party or Subsidiary in the ordinary course of its business and covering only the assets so leased, licensed or subleased; ​Section 8.04(f)(y); (k) Liens solely on interests in leases under which New USI and/or any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made of its Subsidiaries are lessors and such leases are otherwise not prohibited by such Person in connection with any letter the terms of intent or purchase agreement permitted hereunderthis Agreement; ​and (l) Liens granted by New USI or any of sellers its Subsidiaries after the date hereof and not covered by clauses (a) through (j) above (including Liens arising from Sale and Leaseback Transactions and Receivables Sales) securing obligations ("Secured Obligations") which, when added to the aggregate principal amount of goods Indebtedness incurred by New USI or any of its Subsidiaries (not constituting Secured Obligations) and permitted pursuant to such Person arising under Article II of the Uniform Commercial Code or similar provisions of Applicable Law Section 8.04(j), shall not exceed in the ordinary course aggregate, 10% of business, covering only the goods sold or securing only the unpaid purchase price of such goods and related expenses to the extent such Indebtedness is permitted hereunder; ​ (m) Liens on insurance policies and the proceeds thereof securing the financing of premiums with respect thereto to the extent such financing is permitted under Section 9.01(g); ​ (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits so long as the applicable provisions of SectionConsolidated Net Tangible Assets.

Limitation on Liens. Each Credit Party The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume or suffer to exist guarantee any Indebtedness secured by a Lien upon any property of its properties or assets of any kind (real or personal, tangible or intangible) of any such Person (including its Capital Stock)assets, whether now owned or hereafter acquired, except for the following (collectively, the “Permitted Liens”): ​ (a) Liens securing payment of the Obligations; ​ (b) Liens existing as of the Closing Date or, on and after the Third Amendment Initial Funding Date, the Third Amendment Initial Funding Date and disclosed in Schedule 9.02 securing Indebtedness permitted under Section 9.01(c); provided that no such Lien shall encumber any additional property and the amount of Indebtedness secured by such Lien shall not be increased or its term extended from that existing on the Closing Date or thereafter acquired, without effectively providing concurrently that the Third Amendment Initial Funding DateNotes are secured equally and ratably with or, as applicable (at the Company’s option, prior to such Indebtedness so long as such Indebtedness may shall be permanently reduced subsequent to the Closing Datesuch date) except to the extent permitted by Section 9.01(c); ​so secured. The foregoing restriction shall not apply to, and there shall be excluded from Indebtedness in any computation under such restriction, Indebtedness secured by: (ci) Permitted Liens; (ii) Liens securing Indebtedness of obligations under the type permitted under Section 9.01(b); provided that (i) such Lien is granted within 60 days after such Indebtedness is incurred, (ii) the Indebtedness secured thereby does not exceed the lesser of the cost Notes and the fair market value of the equipment at the time of such acquisition and this Indenture; (iii) such Lien encumbers only the assets acquired with the proceeds of such Indebtedness or the assets leased or purported to be leased under such Capitalized Leases, as the case may be, and the proceeds thereof; ​ (d) Liens arising by operation of law in favor of carriersthe Company or any of its Subsidiaries; (iv) Liens to secure obligations under Credit Facilities (and any Refinancing thereof pursuant to clause (vi) below) in an aggregate principal amount not to exceed $1,335.0 million plus the amount of any premium, warehousemenfee, mechanicsexpense or accrued and unpaid interest payable in connection with any Refinancing thereof and Attributable Debt under Sale and Leaseback Transactions permitted under clauses (i), materialmen (iii) and landlords (iv) of Section 4.04; (v) Liens on property or assets of Foreign Subsidiaries to secure Indebtedness of such Foreign Subsidiary (a) existing on the date hereof or (b) incurred in the ordinary course of business for amounts not yet overdue or being diligently contested in good faith by appropriate proceedings that stay execution of such Lien and for which adequate reserves in accordance with GAAP shall have been established on its books;business; and (evi) Liens incurred existing on the date hereof or deposits made any extension, renewal, replacement or refunding, in whole or in part, of any Indebtedness secured by a Lien existing on the date hereof or referred to in the ordinary course of business foregoing clauses or Liens created in connection with worker’s compensationany amendment, unemployment insurance consent or other forms waiver relating to such Indebtedness and the principal amount of governmental insurance the Indebtedness secured thereby and not otherwise authorized by the foregoing clauses (collectively a “Refinancing”) shall not exceed the principal amount of Indebtedness, plus any premium, fee, expense or ​ ​ benefitsaccrued and unpaid interest payable in connection with any such extension, renewal, replacement or refunding, so secured at the time of such extension, renewal, replacement or refunding. For purposes of determining compliance of any non-U.S. dollar-denominated Indebtedness with this Section 4.03, the amount outstanding under any U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall at all times be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term Indebtedness, or to secure performance of tendersfirst committed, statutory obligations, bids, leases or other similar obligations (other than for borrowed money) entered into in the ordinary course case of business revolving credit Indebtedness; provided, however, that if such Indebtedness is incurred to refinance other Indebtedness denominated in the same or to secure obligations on surety, appeal or performance bonds; (f) Judgment Liens in existence for less than 60 days after the entry thereof, or with respect to which execution has been bonded, stayed or the payment of which is covered in full by insurance or surety bondsdifferent currency, and which Judgment Liens do such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not otherwise result in an Event of Default under Section 10.01(g); ​ (g) easements, rights-of-way, zoning restrictions, defects or irregularities in title and other similar encumbrances not, in each case, interfering in any material respect with the value or use of the property to which such Lien is attached; (h) Liens for Taxes, assessments or other governmental charges or levies (excluding any Lien imposed pursuant to the provisions of ERISA or any Canadian Pension Plan) not yet due and payable, or that are being diligently contested in good faith by appropriate proceedings that stays execution and for which adequate reserves in accordance with GAAP shall have been established on its books; (i) Liens arising in the ordinary course of business by virtue of any contractual, statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies covering deposit accounts or securities accounts (including funds or other assets credited thereto) or other funds maintained with a depository institution or securities intermediary, exceeded so long as the applicable provisions principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. For purposes of determining what category of excluded Liens in the foregoing paragraphs, or the next paragraph in which any Lien shall be included, the Company in its sole discretion may classify such Lien on the date of its incurrence and later reclassify all or a portion of such Lien in any manner that complies with this Section 4.03. Notwithstanding the restrictions described above, the Company and any of its Subsidiaries may create, incur, issue, assume or guarantee Indebtedness secured by Liens without securing the Notes, if at the time of such creation, incurrence, issuance, assumption or guarantee, after giving effect thereto and to the retirement of any Indebtedness which is concurrently being retired, the aggregate amount of all such Indebtedness secured by Liens which would otherwise be subject to such restrictions (other than any Indebtedness secured by Liens permitted as described in clauses (i) through (vi) of the second paragraph of this Section 4.03) plus all Attributable Debt of the Company and any of its Subsidiaries in respect of Sale and Leaseback Transactions (with the exception of such transactions which are permitted under clauses (i) through (iii) of Section 8.12 have been complied with 4.04) does not exceed 15% of Consolidated Tangible Assets; provided further that notwithstanding whether this paragraph would otherwise be available to secure Indebtedness, Liens securing Indebtedness originally secured pursuant to this paragraph may secure any Refinancing Indebtedness in respect of such deposit accounts Indebtedness and securities accounts; ​ (j) any interest or title of a lessor, licensor or sublessor under any lease, license or sublease (and precautionary UCC filings or PPSA registrations with respect thereto) entered into by any such Credit Party or Subsidiary in the ordinary course of its business and covering only the assets so leased, licensed or subleased; ​ (k) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by such Person in connection with any letter of intent or purchase agreement permitted hereunder; ​ (l) Liens of sellers of goods Refinancing Indebtedness shall be deemed to such Person arising under Article II of the Uniform Commercial Code or similar provisions of Applicable Law in the ordinary course of business, covering only the goods sold or securing only the unpaid purchase price of such goods and related expenses have been secured pursuant to the extent such Indebtedness is permitted hereunder; ​ (m) Liens on insurance policies and the proceeds thereof securing the financing of premiums with respect thereto to the extent such financing is permitted under Section 9.01(g); ​ (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits so long as the applicable provisions of Sectionthis paragraph.

Limitation on Liens. Each Credit Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, createCreate, incur, assume or suffer to exist any Lien upon any property of its property, assets or assets of any kind (real or personal, tangible or intangible) of any such Person (including its Capital Stock)revenues, whether now owned or hereafter acquired, except for the following (collectively, the “Permitted Liens”): ​except: (a) Liens securing payment in favor of Agent, for the Obligations; ​ratable benefit of Banks, including without limitation Liens in favor of Agent on Borrower's real property inventory situated in the State of Indiana to secure the Indebtedness to Banks; (b) Liens existing as of the Closing Date orgranted by M/I Financial Corp. on mortgage notes receivable, on and after the Third Amendment Initial Funding Date, the Third Amendment Initial Funding Date and disclosed in Schedule 9.02 securing which Liens secure Indebtedness permitted under Section 9.01(c); provided that no such Lien shall encumber any additional property and the amount subsection 7.1(b) hereof not in excess of Indebtedness secured by such Lien shall not be increased or its term extended from that existing on the Closing Date or the Third Amendment Initial Funding Date, as applicable (as such Indebtedness may be permanently reduced subsequent to the Closing Datesuch date) except to the extent permitted by Section 9.01(c); ​$40,000,000; (c) Liens securing Indebtedness of the type permitted under Section 9.01(b)subsection 7.1(d) hereof; provided provided, however, that (i) such Lien is granted within 60 days after Liens do not at any time encumber any property other than the property financed by such Indebtedness is incurredsecured Indebtedness, and (ii) the Indebtedness secured thereby does shall not exceed the lesser cost or fair market value, whichever is lower, of the cost and property being acquired on the fair market value date of the equipment at the time of such acquisition and (iii) such Lien encumbers only the assets acquired with the proceeds of such Indebtedness or the assets leased or purported to be leased under such Capitalized Leases, as the case may be, and the proceeds thereof; ​acquisition; (d) Liens arising by operation of law in favor of carriers, warehousemen, mechanics, materialmen for taxes and landlords incurred in the ordinary course of business for amounts special assessments not yet overdue due or which are being diligently contested in good faith and by appropriate proceedings that stay execution of such Lien and for which if adequate reserves with respect thereto are maintained on the books of Borrower and its Subsidiaries in accordance with GAAP shall have been established on its booksGAAP; (e) Liens incurred or deposits made in the ordinary course of business in connection with worker’s compensationcarriers', unemployment insurance warehousemen's, mechanics', materialmen's, repairmen's, or other forms of governmental insurance or ​ ​ benefits, or to secure performance of tenders, statutory obligations, bids, leases or other similar obligations (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety, appeal or performance bonds; (f) Judgment Liens in existence for less than 60 days after the entry thereof, or with respect to which execution has been bonded, stayed or the payment of which is covered in full by insurance or surety bonds, and which Judgment Liens do not otherwise result in an Event of Default under Section 10.01(g); ​ (g) easements, rights-of-way, zoning restrictions, defects or irregularities in title and other similar encumbrances not, in each case, interfering in any material respect with the value or use of the property to which such Lien is attached; (h) Liens for Taxes, assessments or other governmental charges or levies (excluding any Lien imposed pursuant to the provisions of ERISA or any Canadian Pension Plan) not yet due and payable, or that are being diligently contested in good faith by appropriate proceedings that stays execution and for which adequate reserves in accordance with GAAP shall have been established on its books; (i) like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith and by virtue appropriate proceedings if adequate reserves with respect thereto are maintained on the books of any contractual, statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights Borrower and remedies covering deposit accounts or securities accounts (including funds or other assets credited thereto) or other funds maintained its Subsidiaries in accordance with a depository institution or securities intermediary, so long as the applicable provisions of Section 8.12 have been complied with in respect of such deposit accounts and securities accounts; ​GAAP; (jf) any interest pledges or title of a lessor, licensor or sublessor under any lease, license or sublease (and precautionary UCC filings or PPSA registrations with respect thereto) entered into by any such Credit Party or Subsidiary in the ordinary course of its business and covering only the assets so leased, licensed or subleased; ​ (k) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by such Person in connection with any letter of intent or purchase agreement permitted hereunder; ​workers' compensation, unemployment insurance and other social security legislation; (li) Liens deposits to secure the performance of: bids; trade contracts (other than for borrowed money or the purchase price of sellers property or services); leases; statutory and other obligations required by law; surety, appeal and performance bonds (including Construction Bonds); and other obligations of goods to such Person arising under Article II of the Uniform Commercial Code or similar provisions of Applicable Law a like nature incurred in the ordinary course of business, covering only the goods sold or securing only the unpaid purchase price of such goods ; and related expenses to the extent such Indebtedness is permitted hereunder; ​ (mii) Liens on insurance policies and the proceeds thereof securing the financing of premiums with respect thereto to the extent such financing is permitted under Section 9.01(g); ​ (n) Liens (including the right of set-off) in favor of a bank surety bond companies pursuant to indemnity agreements to secure the reimbursement obligations of Borrower or other depository institution any Subsidiary on Construction Bonds, provided (A) the Liens securing Construction Bonds shall be limited to the assets of, as appropriate, Borrower or such Subsidiary at, and the rights of, as appropriate, Borrower or such Subsidiary arising out of, the projects that are the subject of the Construction Bonds, (B) the Liens shall not attach to any real estate, and (C) the aggregate amount of such Liens at any time shall not exceed the dollar amount of Construction Bonds then outstanding, and in any event shall not exceed the amount of reimbursement obligations on Construction Bonds permitted to Borrower pursuant to subsection 7.3(a) hereof; (h) Liens of landlords, arising solely by operation of law, on fixtures and moveable property located on premises leased in the ordinary course of business; provided, however, that the rental payments secured thereby are not yet due; and (i) Liens arising as a matter result of law encumbering deposits so long a judgment or judgments against Borrower or any of its Subsidiaries which do not in the aggregate exceed $500,000 at any one time outstanding, which are being diligently contested in good faith, which are not the subject of any attachment, levy or enforcement proceeding, and as to which appropriate reserves have been established in accordance with GAAP. (j) a first priority Lien on an aircraft owned by 601RS, Inc. from time to time to secure the applicable provisions Indebtedness of Section601RS, Inc. and/or Borrower not in excess of $5,000,000.

Limitation on Liens. Each Credit Party The Borrower will notnot incur, create, assume, or permit to exist, and will not permit any of its Subsidiaries to, directly or indirectlySubsidiary to incur, create, incurassume, assume or suffer permit to exist exist, any Lien upon any property of its property, assets, or assets of any kind (real or personal, tangible or intangible) of any such Person (including its Capital Stock)revenues, whether now owned or hereafter acquired, except for the following (collectively, the “Permitted Liens”): ​ (a) except: Liens securing payment of the Obligations; ​ (b) disclosed on Schedule 9.2 hereto and Liens existing as of the Closing Date or, on and after the Third Amendment Initial Funding Date, the Third Amendment Initial Funding Date and disclosed in Schedule 9.02 securing Indebtedness permitted under Section 9.01(c); provided that no such Lien shall encumber any additional property and the amount of Indebtedness secured by such Lien shall not be increased or its term extended from that existing on the Closing Date or the Third Amendment Initial Funding Date, as applicable (as such Indebtedness may be permanently reduced subsequent to the Closing Datesuch date) except to the extent permitted by Section 9.01(c); ​ (c) Liens securing Indebtedness of the type permitted under Section 9.01(b); provided that (i) such Lien is granted within 60 days after such Indebtedness is incurred, (ii) the Indebtedness secured thereby does not exceed the lesser of the cost and the fair market value of the equipment at the time of such acquisition and (iii) such Lien encumbers only the assets acquired with the proceeds of such Indebtedness or the assets leased or purported to be leased under such Capitalized Leases, as the case may be, and the proceeds thereof; ​ (d) Liens arising by operation of law in favor of carriersthe Agent for the benefit of the Lenders; Liens for taxes, assessments, or other governmental charges which are not delinquent or which are being diligently contested in good faith and for which adequate reserves have been established; Liens of mechanics, materialmen, warehousemen, mechanicscarriers, materialmen landlords or other similar statutory Liens securing obligations that are not yet due and landlords are incurred in the ordinary course of business for amounts not yet overdue or being diligently contested in business; Liens resulting from good faith by appropriate proceedings that stay execution deposits to secure payments of such Lien and for which adequate reserves in accordance with GAAP shall have been established on its books; (e) Liens incurred or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance workmen's compensation or other forms of governmental insurance or ​ ​ benefits, social security programs or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases or other similar obligations contracts (other than for borrowed money) entered into in the ordinary course payment of business or to secure obligations on surety, appeal or performance bonds; (f) Judgment Liens in existence for less than 60 days after the entry thereofDebt), or with respect to which execution has been bonded, stayed or the payment of which is covered in full by insurance or surety bonds, and which Judgment Liens do not otherwise result in an Event of Default under Section 10.01(g); ​ (g) easements, rights-of-way, zoning restrictions, defects or irregularities in title and other similar encumbrances not, in each case, interfering in any material respect with the value or use of the property to which such Lien is attached; (h) Liens for Taxes, assessments or other governmental charges or levies (excluding any Lien imposed pursuant to the provisions of ERISA or any Canadian Pension Plan) not yet due and payable, or that are being diligently contested in good faith by appropriate proceedings that stays execution and for which adequate reserves in accordance with GAAP shall have been established on its books; (i) Liens arising in the ordinary course of business by virtue of any contractual, statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies covering deposit accounts or securities accounts (including funds or other assets credited thereto) or other funds maintained with a depository institution or securities intermediary, so long as the applicable provisions of Section 8.12 have been complied with in respect of such deposit accounts and securities accounts; ​ (j) any interest or title of a lessor, licensor or sublessor under any lease, license or sublease (and precautionary UCC filings or PPSA registrations with respect thereto) entered into by any such Credit Party or Subsidiary in the ordinary course of its business and covering only the assets so leased, licensed or subleased; ​ (k) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits leases made by such Person in connection with any letter of intent or purchase agreement permitted hereunder; ​ (l) Liens of sellers of goods to such Person arising under Article II of the Uniform Commercial Code or similar provisions of Applicable Law in the ordinary course of business; purchase money Liens securing Permitted Debt described in Section 9.1(f), covering provided that the Debt secured by any such Lien encumbers only the goods sold or securing only the unpaid purchase price of such goods and related expenses to the extent such Indebtedness is permitted hereunderasset so purchased; ​ (m) Liens on insurance policies the Indemnity Accounts and the proceeds thereof securing the Litigation Fund Accounts in favor of County Bank of Rehoboth Beach, Delaware; financing of premiums statements filed in connection with respect thereto to the extent such financing is permitted under Section 9.01(g)operating lease transactions for computers; ​ (n) and Liens (including the right of set-off) in favor of a bank landlord of a Leased Location on only the assets of the Borrower or other depository institution arising as a matter of law encumbering deposits any Subsidiary located at such Lease Location so long as no financing statement will be filed in connection with such Lien unless (i) the collateral description listed on such financing statement is limited to the assets of the Borrower or applicable Subsidiary located at such Leased Location, and (ii) the Borrower or applicable Subsidiary has obtained a Waiver for such Leased Location from such landlord, such Waiver to be in form and substance satisfactory to the Agent. Neither the Borrower nor any Subsidiary shall enter into or assume any agreement (other than the Loan Documents) prohibiting the creation or assumption of any Lien upon its properties or assets whether now owned or hereafter acquired; provided that in connection with the creation of purchase money Liens permitted hereby, the Borrower or the Subsidiary may agree that it will not permit any other Liens (other than the Liens in favor of the Agent for the benefit of the Lenders) to encumber the assets subject to such purchase money Lien. Further, the Borrower will not and will not permit any Subsidiaries directly or indirectly to create or otherwise cause or suffer to exist to become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to: (i) pay dividends or make any other distribution on any of such Subsidiaries' capital stock owned by the Borrower or any Subsidiary of the Borrower; (ii) subject to subordination provisions pay any Debt owed to the Borrower or any other Subsidiary; (iii) make loans or advances to the Borrower or any other Subsidiary; or (iv) transfer any of Sectionits properties or assets to the Borrower or any other Subsidiary not restricted hereby.

Limitation on Liens. Each No Credit Party will notshall, and will not no Credit Party shall permit any of its Subsidiaries or any Licensed Insurance Entity to, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of any such Person (including its Capital Stock), whether now owned or hereafter acquired, except for the following (collectively, the “Permitted Liens”): ​): (a) (i) Liens securing payment of the Obligations and (ii) subject to the Intercreditor Agreement, Liens securing the Second Lien Credit Obligations; ​; (b) Liens existing as of the Closing Date or, on and after the Third Amendment Initial Funding Date, the Third Amendment Initial Funding Date and disclosed in Schedule 9.02 securing Indebtedness permitted under Section 9.01(c)9.01(b) (other than the Convertible Senior Notes) and any renewals or extensions thereof; provided provided, that no such Lien shall (1) secure Indebtedness under any Convertible Senior Notes or (2) encumber any additional property and the principal amount of Indebtedness secured by such Lien shall not be increased or its term extended from that existing on the Closing Date or the Third Amendment Initial Funding Date, as applicable (as such Indebtedness may be permanently reduced subsequent to the Closing Datesuch date) Date), except to the extent permitted by Section 9.01(c9.01(b); ​; (c) Liens securing Capitalized Lease LiabilitiesObligations and Liens securing Indebtedness of the type permitted under Section 9.01(b9.01(d)(i); provided provided, that (i) such Lien is granted within 60 days after such Indebtedness is incurred, (ii) the principal amount of the Indebtedness secured thereby does not exceed the lesser cost of the cost and the fair market value of the equipment applicable property at the time of such acquisition acquisition, replacement or construction and any fees, costs and expenses incurred in connection with the incurrence of such Indebtedness and (iiiii) such Lien encumbers secures only the assets acquired with that are the proceeds subject of the Indebtedness referred to in such Indebtedness or the assets leased or purported to be leased under such Capitalized Leases, as the case may be, clause and the proceeds thereof; ​; (d) Liens arising by operation of law in favor of carriers, warehousemen, mechanics, materialmen materialmen, suppliers, laborers and landlords and other similar Liens incurred in the ordinary course of business for amounts not yet overdue or being diligently contested in good faith by appropriate proceedings that stay execution of such Lien and for which adequate reserves in accordance with GAAP shall have been established on its books; (e) Liens incurred or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other forms of governmental insurance or ​ ​ benefits, or to secure performance of tenders, statutory obligations, bids, leases or other similar obligations (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety, bid, appeal or performance bonds; (f) Judgment judgment Liens in existence for less than 60 days after the entry thereof, or with respect to which execution has been bonded, stayed or the payment of which is covered in full by insurance or surety bonds, and which Judgment Liens do not otherwise result in constituting an Event of Default under Section 10.01(g10.01(f); ​; (g) easements, rights-of-way, zoning restrictions, minor defects or irregularities in title and other similar encumbrances not, in each case, not interfering in any material respect with the value or use of the property to which such Lien is attachedattached and other Liens on any Real Property subject to a Mortgage that are identified in any title insurance policy issued in favor of the Administrative Agent; (h) Liens for Taxes, assessments or other governmental charges or levies (excluding any Lien imposed pursuant to the provisions of ERISA or any Canadian Pension Plan) not yet due and payable, payable or that are being diligently contested in good faith the non-payment of which is permitted by appropriate proceedings that stays execution and for which adequate reserves in accordance with GAAP shall have been established on its booksSection 7.10; (i) Liens arising in the ordinary course of business by virtue of any contractual, statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies covering deposit accounts or securities accounts (including funds or other assets credited thereto) or other funds maintained with a depository institution or securities intermediary, so long as the applicable provisions of Section 8.12 have been complied with with, in respect of such deposit accounts and securities accounts; ​(other than Excluded Accounts); (j) any interest or title of a lessorNonexclusive licenses, licensor or sublessor under any leaseleases and sublicenses, license or sublease (and precautionary UCC filings or PPSA registrations with respect thereto) entered into subleases granted by any such Credit Party or any Subsidiary of a Credit Party or leases or subleases by any Credit Party or any Subsidiary of a Credit Party, in the ordinary course of its business and covering only the assets so leasedlicensed, licensed sublicensed, leased or subleased; ​; (k) Liens that are customary rights of set-off relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness; (l) Liens arising from precautionary Uniform Commercial Code financing statements (or similar filings under other applicable law) regarding operating leases or consignment or bailee arrangements in the ordinary course of business; (m) Cash collateral securing Indebtedness permitted under Section 9.01(m) in an amount not to exceed one hundred and ten percent (110%) of the amount of such Indebtedness; (n) [reserved]; (o) Liens in favor of the Borrowers or any other Credit Party securing intercompany Indebtedness permitted under the Credit Documents so long as any such Liens on the Collateral are subject to the Intercompany Subordination Agreement; (p) statutory and common law landlords’ liens under leases to which Parent or any of its Subsidiaries is a party; (q) Liens of counterparties attaching solely on any to ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by such Person Credit Parties or their Subsidiaries in connection with any letter of intent or purchase agreement entered into with respect to Permitted Acquisitions or capital expenditures permitted hereunder; ​and (lr) other Liens securing Indebtedness or other obligations in an aggregate principal amount at the time of sellers incurrence of goods to such Person arising under Article II of the Uniform Commercial Code or similar provisions of Applicable Law in the ordinary course of business, covering only the goods sold or securing only the unpaid purchase price of such goods and related expenses to the extent any such Indebtedness is permitted hereunder; ​ (m) Liens on insurance policies and the proceeds thereof securing the financing of premiums with respect thereto to the extent such financing is permitted under Section 9.01(g); ​ (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits so long as the applicable provisions of Sectionobligations not exceeding $7,500,000.

Limitation on Liens. Each Credit Party The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume or suffer to exist guarantee any Indebtedness secured by a Lien upon any property of its properties or assets of any kind (real or personal, tangible or intangible) of any such Person (including its Capital Stock)assets, whether now owned or hereafter acquired, except for the following (collectively, the “Permitted Liens”): ​ (a) Liens securing payment of the Obligations; ​ (b) Liens existing as of the Closing Date or, on and after the Third Amendment Initial Funding Date, the Third Amendment Initial Funding Date and disclosed in Schedule 9.02 securing Indebtedness permitted under Section 9.01(c); provided that no such Lien shall encumber any additional property and the amount of Indebtedness secured by such Lien shall not be increased or its term extended from that existing on the Closing Date or thereafter acquired, without effectively providing concurrently that the Third Amendment Initial Funding DateNotes are secured equally and ratably with or, as applicable (at the Company’s option, prior to such Indebtedness so long as such Indebtedness may shall be permanently reduced subsequent to the Closing Datesuch date) except to the extent permitted by Section 9.01(c); ​so secured. The foregoing restriction shall not apply to, and there shall be excluded from Indebtedness in any computation under such restriction, Indebtedness secured by: (ci) Permitted Liens; (ii) Liens securing Indebtedness of obligations under the type permitted under Section 9.01(b); provided that (i) such Lien is granted within 60 days after such Indebtedness is incurred, (ii) the Indebtedness secured thereby does not exceed the lesser of the cost Notes and the fair market value of the equipment at the time of such acquisition and this Indenture; (iii) such Lien encumbers only the assets acquired with the proceeds of such Indebtedness or the assets leased or purported to be leased under such Capitalized Leases, as the case may be, and the proceeds thereof; ​ (d) Liens arising by operation of law in favor of carriersthe Company or any of its Subsidiaries; (iv) Liens to secure obligations under Credit Facilities (and any Refinancing thereof pursuant to clause (vi) below) in an aggregate principal amount not to exceed $600.0 million plus the amount of any premium, warehousemenfee, mechanicsexpense or accrued and unpaid interest payable in connection with any Refinancing thereof and Attributable Debt under Sale and Leaseback Transactions permitted under clauses (i), materialmen (iii) and landlords (iv) of Section 4.04; (v) Liens on property or assets of Foreign Subsidiaries to secure Indebtedness of such Foreign Subsidiary (a) existing on the date hereof or (b) incurred in the ordinary course of business for amounts not yet overdue or being diligently contested in good faith by appropriate proceedings that stay execution of such Lien and for which adequate reserves in accordance with GAAP shall have been established on its books;business; and (evi) Liens incurred existing on the date hereof or deposits made any extension, renewal, replacement or refunding, in whole or in part, of any Indebtedness secured by a Lien existing on the date hereof or referred to in the ordinary course of business foregoing clauses or Liens created in connection with worker’s compensationany amendment, unemployment insurance consent or other forms waiver relating to such Indebtedness and the principal amount of governmental insurance the Indebtedness secured thereby and not otherwise authorized by the foregoing clauses (collectively a “Refinancing”) shall not exceed the principal amount of Indebtedness, plus any premium, fee, expense or ​ ​ benefitsaccrued and unpaid interest payable in connection with any such extension, renewal, replacement or refunding, so secured at the time of such extension, renewal, replacement or refunding. For purposes of determining compliance of any non-U.S. dollar-denominated Indebtedness with this covenant, the amount outstanding under any U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall at all times be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term Indebtedness, or to secure performance of tendersfirst committed, statutory obligations, bids, leases or other similar obligations (other than for borrowed money) entered into in the ordinary course case of business revolving credit Indebtedness; provided, however, that if such Indebtedness is incurred to refinance other Indebtedness denominated in the same or to secure obligations on surety, appeal or performance bonds; (f) Judgment Liens in existence for less than 60 days after the entry thereof, or with respect to which execution has been bonded, stayed or the payment of which is covered in full by insurance or surety bondsdifferent currency, and which Judgment Liens do such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not otherwise result in an Event of Default under Section 10.01(g); ​ (g) easements, rights-of-way, zoning restrictions, defects or irregularities in title and other similar encumbrances not, in each case, interfering in any material respect with the value or use of the property to which such Lien is attached; (h) Liens for Taxes, assessments or other governmental charges or levies (excluding any Lien imposed pursuant to the provisions of ERISA or any Canadian Pension Plan) not yet due and payable, or that are being diligently contested in good faith by appropriate proceedings that stays execution and for which adequate reserves in accordance with GAAP shall have been established on its books; (i) Liens arising in the ordinary course of business by virtue of any contractual, statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies covering deposit accounts or securities accounts (including funds or other assets credited thereto) or other funds maintained with a depository institution or securities intermediary, exceeded so long as the applicable provisions principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. For purposes of determining what category of excluded Liens in the foregoing paragraphs, or the next paragraph in which any Lien shall be included, the Company in its sole discretion may classify such Lien on the date of its incurrence and later reclassify all or a portion of such Lien in any manner that complies with this covenant. Notwithstanding the restrictions described above, the Company and any of its Subsidiaries may create, incur, issue, assume or guarantee Indebtedness secured by Liens without securing the Notes, if at the time of such creation, incurrence, issuance, assumption or guarantee, after giving effect thereto and to the retirement of any Indebtedness which is concurrently being retired, the aggregate amount of all such Indebtedness secured by Liens which would otherwise be subject to such restrictions (other than any Indebtedness secured by Liens permitted as described in clauses (i) through (vi) of the second paragraph of this Section 8.12 have been complied with 4.03) plus all Attributable Debt of the Company and any of its Subsidiaries in respect of such deposit accounts Sale and securities accounts; ​ Leaseback Transactions (j) any interest or title of a lessor, licensor or sublessor under any lease, license or sublease (and precautionary UCC filings or PPSA registrations with respect thereto) entered into by any such Credit Party or Subsidiary in the ordinary course of its business and covering only the assets so leased, licensed or subleased; ​ (k) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by such Person in connection with any letter of intent or purchase agreement permitted hereunder; ​ (l) Liens of sellers of goods to such Person arising under Article II of the Uniform Commercial Code or similar provisions of Applicable Law in the ordinary course of business, covering only the goods sold or securing only the unpaid purchase price exception of such goods and related expenses to the extent such Indebtedness is permitted hereunder; ​ (m) Liens on insurance policies and the proceeds thereof securing the financing of premiums with respect thereto to the extent such financing is transactions which are permitted under clauses (i) through (iii) of Section 9.01(g); ​ (n4.04) Liens (including the right does not exceed 15% of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits so long as the applicable provisions of SectionConsolidated Tangible Assets.

Limitation on Liens. Each Credit Party (a) Following the Completion Date, the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume Incur or suffer to exist any Lien upon any of their property or assets of any kind (real or personal, tangible or intangible) of any such Person (including its Capital StockStock of a Restricted Subsidiary), whether now owned on the Completion Date or hereafter acquiredacquired after that date, except for the following or any interest therein or any income or profits therefrom, which Lien is securing any Indebtedness (collectivelysuch Lien, the “Initial Lien”), except (i) Permitted Liens”): ​ Liens or (aii) Liens securing payment on assets that are not Permitted Liens if the Notes and this Indenture are directly secured equally and ratably with, or prior to, in the case of Liens with respect to Subordinated Indebtedness, the Obligations; ​Indebtedness secured by such Initial Lien for so long as such Indebtedness is so secured; (b) Liens existing as Any such Lien created in favor of the Closing Date or, on Notes pursuant to Section 4.06(a)(ii) will be automatically and after unconditionally released and discharged upon the Third Amendment release and discharge of the Initial Funding Date, the Third Amendment Initial Funding Date and disclosed in Schedule 9.02 securing Indebtedness permitted under Section 9.01(c); provided that no such Lien shall encumber any additional property and the amount of Indebtedness secured by such Lien shall not be increased or its term extended from that existing on the Closing Date or the Third Amendment Initial Funding Date, as applicable (as such Indebtedness may be permanently reduced subsequent to the Closing Datesuch date) except to the extent permitted by Section 9.01(c); ​which it relates. (c) Liens securing Indebtedness of Any Lien incurred following the type permitted under Section 9.01(b); provided that (i) such Lien is granted within 60 days after such Indebtedness is incurred, (ii) Completion Date but on or prior to the Indebtedness secured thereby does not exceed the lesser of the cost and the fair market value of the equipment at the time of such acquisition and (iii) such Lien encumbers only the assets acquired with the proceeds of such Indebtedness or the assets leased or purported Issue Date shall be deemed to be leased incurred under such Capitalized Leases, as the case may be, and provisions of this Indenture corresponding to the proceeds thereof; ​ (d) Liens arising by operation of law in favor of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for amounts not yet overdue or being diligently contested in good faith by appropriate proceedings that stay execution of such Lien and for which adequate reserves in accordance with GAAP shall have been established on its books; (e) Liens incurred or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other forms of governmental insurance or ​ ​ benefits, or to secure performance of tenders, statutory obligations, bids, leases or other similar obligations (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety, appeal or performance bonds; (f) Judgment Liens in existence for less than 60 days after the entry thereof, or with respect to which execution has been bonded, stayed or the payment of which is covered in full by insurance or surety bonds, and which Judgment Liens do not otherwise result in an Event of Default provisions under Section 10.01(g); ​ (g) easements, rights-of-way, zoning restrictions, defects or irregularities in title and other similar encumbrances not, in each case, interfering in any material respect with the value or use of the property to which such Lien is attached; was originally incurred or subsequently reclassified under the Original 2025 Notes Indenture (h) Liens for Taxes, assessments or other governmental charges or levies (excluding any Lien imposed pursuant to the provisions of ERISA or any Canadian Pension Plan) not yet due and payable, or that are being diligently contested in good faith by appropriate proceedings that stays execution and for which adequate reserves in accordance with GAAP shall have been established on its books; (i) Liens arising in the ordinary course of business by virtue of any contractual, statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies covering deposit accounts or securities accounts (including funds or other assets credited thereto) or other funds maintained with a depository institution or securities intermediary, so long as the applicable provisions of Section 8.12 have been complied with in respect of such deposit accounts and securities accounts; ​ (j) any interest or title of a lessor, licensor or sublessor under any lease, license or sublease (and precautionary UCC filings or PPSA registrations with respect thereto) entered into by any such Credit Party or Subsidiary in the ordinary course of its business and covering only the assets so leased, licensed or subleased; ​ (k) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by such Person in connection with any letter of intent or purchase agreement permitted hereunder; ​ (l) Liens of sellers of goods to such Person arising under Article II of the Uniform Commercial Code or similar relevant date of determination thereunder and without re-testing compliance with such provisions as of Applicable Law in the ordinary course of businessIssue Date), covering only the goods sold or securing only the unpaid purchase price of such goods and related expenses to the extent such Indebtedness Lien would not be so permitted to be incurred under this Indenture, such Lien will be deemed to have been outstanding on the Completion Date, so that it is permitted hereunder; ​ (m) Liens on insurance policies and the proceeds thereof securing the financing of premiums with respect thereto to the extent such financing is classified as permitted under Section 9.01(g); ​ clause (n13) Liens (including of the right definition of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits so long as the applicable provisions of SectionPermitted Liens.

Limitation on Liens. Each Credit Party will The Company shall not, and will shall not suffer or permit any of its Subsidiaries Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets part of any kind (real or personal, tangible or intangible) of any such Person (including its Capital Stock)property, whether now owned or hereafter acquired, except for other than the following (collectively, the “"Permitted Liens”): ​"): (a) Liens securing payment any Lien existing on the Effective Date and set forth in SCHEDULE 8.2, and any extension, renewal or replacement of any such Lien so long as the principal amount secured thereby is not increased and the scope of the Obligations; ​property subject to such Lien is not extended; (b) Liens existing as imposed by law for taxes, assessments or charges of the Closing Date or, on any Governmental Authority for claims not yet due or which are being contested in good faith by appropriate proceedings diligently pursued and after the Third Amendment Initial Funding Date, the Third Amendment Initial Funding Date and disclosed with respect to which adequate reserves or other appropriate provisions are being maintained in Schedule 9.02 securing Indebtedness permitted under Section 9.01(c); provided that no such Lien shall encumber any additional property and the amount of Indebtedness secured by such Lien shall not be increased or its term extended from that existing on the Closing Date or the Third Amendment Initial Funding Date, as applicable (as such Indebtedness may be permanently reduced subsequent to the Closing Datesuch date) except to the extent permitted by Section 9.01(c); ​accordance with GAAP; (c) statutory Liens securing Indebtedness of the type permitted under Section 9.01(b); provided that (i) such Lien is granted within 60 days after such Indebtedness is incurred, (ii) the Indebtedness secured thereby does not exceed the lesser of the cost landlords and the fair market value of the equipment at the time of such acquisition and (iii) such Lien encumbers only the assets acquired with the proceeds of such Indebtedness or the assets leased or purported to be leased under such Capitalized Leases, as the case may be, and the proceeds thereof; ​ (d) Liens arising by operation of law in favor of carriers, warehousemen, mechanics, materialmen and landlords incurred other Liens imposed by law or created in the ordinary course of business and in existence less than 120 days from the date of creation thereof for amounts not yet overdue due or which are being diligently contested in good faith by appropriate proceedings that stay execution of such Lien and for with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP shall have been established on its booksGAAP; (ed) Liens incurred (other than any Lien imposed by ERISA) consisting of pledges or deposits made required in the ordinary course of business in connection with worker’s workers' compensation, unemployment insurance and other social security legislation; (e) Liens on the property of the Company or other forms of governmental insurance or ​ ​ benefits, or to secure any Subsidiary securing (i) the non-delinquent performance of tenders, statutory obligations, bids, leases or other similar obligations trade contracts (other than for borrowed money), leases, statutory obligations, (ii) entered into surety bonds (excluding appeal bonds and other bonds posted in connection with court proceedings or judgments) and (iii) other non-delinquent obligations of a like nature in each case incurred in the ordinary course of business or to secure obligations on suretybusiness, appeal or performance bondsprovided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (f) Judgment Liens consisting of judgment or judicial attachment liens and liens securing contingent obligations on appeal bonds and other bonds posted in existence connection with court proceedings or judgments, provided that (i) in the case of judgment and judicial attachment liens, the enforcement of such Liens is effectively stayed and (ii) all such liens in the aggregate at any time outstanding for less than 60 days after the entry thereof, or with respect to which execution has been bonded, stayed or the payment of which is covered in full by insurance or surety bonds, Company and which Judgment Liens its Subsidiaries do not otherwise result in an Event of Default under Section 10.01(g); ​exceed $50,000,000; (g) easements, rights-of-way, zoning restrictions, defects or irregularities in title restrictions and other similar encumbrances notincurred in the ordinary course of business which, individually or in each casethe aggregate, interfering in any material respect with do not materially detract from the value or use of the property to which such Lien is attachedsubject thereto or materially interfere with the ordinary conduct of the businesses of the Company and its Subsidiaries; (h) Liens for Taxessecuring obligations in respect of Capital Leases and purchase money financings on assets subject to such leases or financings, assessments or other governmental charges or levies (excluding any Lien imposed pursuant to the provisions of ERISA or any Canadian Pension Plan) not yet due provided that such Capital Leases and payable, or that purchase money financings are being diligently contested in good faith by appropriate proceedings that stays execution and for which adequate reserves in accordance with GAAP shall have been established on its booksotherwise permitted hereunder; (i) Liens arising in the ordinary course of business solely by virtue of any contractual, statutory or common law provision relating to banker’s Liens's liens, rights of set-off or similar rights and remedies covering as to deposit accounts or securities accounts (including funds or other assets credited thereto) or other funds maintained with a creditor depository institution or securities intermediary, so long as the applicable provisions of Section 8.12 have been complied with in respect of institution; PROVIDED that (i) such deposit accounts account is not a dedicated cash collateral account and securities accountsis not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; ​and (j) any interest other Liens, in addition to those permitted by CLAUSES (A) through (H), securing Indebtedness or title of a lessor, licensor or sublessor under any lease, license or sublease (and precautionary UCC filings or PPSA registrations with respect thereto) entered into by any such Credit Party or Subsidiary in the ordinary course of its business and covering only the assets so leased, licensed or subleased; ​ (k) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by such Person arising in connection with Securitization Transactions; PROVIDED that the sum (without duplication) of all such Indebtedness, plus the aggregate investment or claim held at any letter time by all purchasers, assignees or other transferees of intent (or purchase agreement permitted hereunder; ​ (lof interests in) Liens of sellers of goods receivables and other rights to such Person arising under Article II of the Uniform Commercial Code or similar provisions of Applicable Law payment in all Securitization Transactions, shall not at any time exceed in the ordinary course aggregate 20% of business, covering only the goods sold or securing only the unpaid purchase price of such goods and related expenses to the extent such Indebtedness is permitted hereunder; ​ (m) Liens on insurance policies and the proceeds thereof securing the financing of premiums with respect thereto to the extent such financing is permitted under Section 9.01(g); ​ (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits so long as the applicable provisions of SectionConsolidated Tangible Assets.

Limitation on Liens. Each Credit Party will Effective as of the Implementation Date and until all payments required of Ford under this Settlement Agreement, other than the Base Amount payments set forth in Sections 8.C and Exhibit D of this Settlement Agreement, have been made, Ford shall not, and will not nor shall it permit any of its Subsidiaries Manufacturing Subsidiary to, directly or indirectly, create, incur, assume issue, assume, guarantee or suffer to exist any Lien upon notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being hereinafter called “Debt”), secured by a pledge of, or mortgage or lien on, any property Principal Domestic Manufacturing Property of Ford or assets any Manufacturing Subsidiary, or any shares of stock of or Debt of any kind Manufacturing Subsidiary (real mortgages, pledges and liens being hereinafter called “Mortgage” or personal, tangible or intangible) of any such Person (including its Capital Stock“Mortgages”), whether now owned without effectively providing that payment obligations by Ford under this Settlement Agreement (together with, if Ford shall so determine, any other Debt of Ford or hereafter acquiredsuch Manufacturing Subsidiary then existing or thereafter created ranking equally with payment obligations of Ford under this Settlement Agreement) shall be secured equally and ratably with (or prior to) such secured Debt, except for the following (collectivelyso long as such secured Debt shall be so secured, unless, after giving effect thereto, the “Permitted Liens”): ​ aggregate amount of all such secured Debt so secured plus all Attributable Debt of Ford and its Manufacturing Subsidiaries in respect of sale and leaseback transactions (a) Liens securing payment as defined in Section 10.05 of the Obligations; ​ (b) Liens existing Indenture dated as of the Closing Date orJanuary 30, on 2002 between Ford and after the Third Amendment Initial Funding DateThe Bank of New York, the Third Amendment Initial Funding Date and disclosed in Schedule 9.02 securing Indebtedness permitted under as Trustee, would not exceed 5% of Consolidated Net Tangible Automotive Assets; provided, however, that this Section 9.01(c); provided that no such Lien shall encumber any additional property and the amount of Indebtedness secured by such Lien shall not be increased or its term extended from that existing on the Closing Date or the Third Amendment Initial Funding Date, as applicable (as such Indebtedness may be permanently reduced subsequent apply to the Closing Datesuch date) except to the extent permitted by Section 9.01(c); ​Debt secured by: (c) Liens securing Indebtedness of the type permitted under Section 9.01(b); provided that (i) Mortgages on property of, or on any shares of stock or of Debt of, any corporation existing at the time such Lien is granted within 60 days after such Indebtedness is incurred, corporation becomes a Manufacturing Subsidiary; (ii) the Indebtedness secured thereby does not exceed the lesser Mortgages in favor of the cost and the fair market value Ford or any Manufacturing Subsidiary; (iii) Mortgages in favor of the equipment any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute; (iv) Mortgages on property, shares of stock or Debt existing at the time of such acquisition and thereof (iiiincluding acquisition through merger or consolidation) such Lien encumbers only the assets acquired with the proceeds of such Indebtedness or the assets leased or purported to be leased under such Capitalized Leases, as the case may be, and the proceeds thereof; ​ (d) Liens arising by operation of law in favor of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for amounts not yet overdue or being diligently contested in good faith by appropriate proceedings that stay execution of such Lien and for which adequate reserves in accordance with GAAP shall have been established on its books; (e) Liens incurred or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other forms of governmental insurance or ​ ​ benefits, or to secure performance the payment of tenders, statutory obligations, bids, leases all or other similar obligations (other than for borrowed money) entered into in any part of the ordinary course of business purchase price thereof or to secure obligations on suretyany Debt incurred prior to, appeal at the time of, or performance bonds;within 60 days after, the acquisition of such property or shares of Debt for the purpose of financing all or any part of the purchase price thereof; and (fv) Judgment Liens any extension, renewal or replacement (or successive extensions renewals or replacements), as a whole or in existence for less than 60 days after part, of any Mortgage referred to in the entry thereof, or with respect to which execution has been bonded, stayed or the payment of which is covered in full by insurance or surety bonds, and which Judgment Liens do not otherwise result in an Event of Default under Section 10.01(g); ​ (g) easements, rights-of-way, zoning restrictions, defects or irregularities in title and other similar encumbrances not, in each case, interfering in any material respect with the value or use of the property to which such Lien is attached; (h) Liens for Taxes, assessments or other governmental charges or levies (excluding any Lien imposed pursuant to the provisions of ERISA or any Canadian Pension Plan) not yet due and payable, or that are being diligently contested in good faith by appropriate proceedings that stays execution and for which adequate reserves in accordance with GAAP shall have been established on its books; foregoing clauses (i) Liens arising in the ordinary course of business by virtue of any contractualto (iv), statutory inclusive; provided that such extension, renewal or common law provision relating replacement Mortgage shall be limited to banker’s Liens, rights of set-off all or similar rights and remedies covering deposit accounts or securities accounts (including funds or other assets credited thereto) or other funds maintained with a depository institution or securities intermediary, so long as the applicable provisions of Section 8.12 have been complied with in respect of such deposit accounts and securities accounts; ​ (j) any interest or title of a lessor, licensor or sublessor under any lease, license or sublease (and precautionary UCC filings or PPSA registrations with respect thereto) entered into by any such Credit Party or Subsidiary in the ordinary course of its business and covering only the assets so leased, licensed or subleased; ​ (k) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by such Person in connection with any letter of intent or purchase agreement permitted hereunder; ​ (l) Liens of sellers of goods to such Person arising under Article II part of the Uniform Commercial Code same property, shares of stock or similar provisions of Applicable Law in Debt that secured the ordinary course of businessMortgage extended, covering only the goods sold renewed or securing only the unpaid purchase price of replaced (plus improvements on such goods and related expenses to the extent such Indebtedness is permitted hereunder; ​ (m) Liens on insurance policies and the proceeds thereof securing the financing of premiums with respect thereto to the extent such financing is permitted under Section 9.01(gproperty); ​ (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits so long as the applicable provisions of Section.

Limitation on Liens. Each Credit Party (a) Prior to the effectiveness of the Initial Borrowing Base, the Company will not, and will not permit any of its Subsidiaries Subsidiary Loan Party to, directly or indirectly, create, incur, assume or suffer permit to exist any Lien upon on any property or assets of any kind (real or personal, tangible or intangible) of any such Person (including its Capital Stock), whether asset now owned or hereafter acquiredacquired by it, except for the following or assign or sell any income or revenues (collectivelyincluding accounts receivable) or rights in respect of any thereof, the “Permitted Liens”): ​except: (ai) Liens securing payment Permitted Encumbrances; (ii) any Lien on any property or asset of the Obligations; ​ (b) Liens existing as of the Closing Date or, on and after the Third Amendment Initial Funding Date, the Third Amendment Initial Funding Date and disclosed in Schedule 9.02 securing Indebtedness permitted under Section 9.01(c); provided that no such Lien shall encumber Company or any additional property and the amount of Indebtedness secured by such Lien shall not be increased or its term extended from that Subsidiary Loan Party existing on the Closing Restatement Effective Date or the Third Amendment Initial Funding Date, as applicable (as such Indebtedness may be permanently reduced subsequent to the Closing Datesuch date) except to the extent permitted by Section 9.01(c); ​ (c) Liens securing Indebtedness of the type permitted under Section 9.01(b)and set forth in Schedule 5.08; provided that (i) such Lien is granted shall not apply to any other property or asset of the Company or any Subsidiary Loan Party and (ii) such Lien shall secure only those obligations which it secures on the Restatement Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (iii) Liens on fixed or capital assets acquired, constructed or improved by the Company or any Subsidiary Loan Party; provided that (i) such security interests secure Indebtedness permitted by clause (i) of Section 5.10, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 60 120 days after such acquisition or the completion of such construction or improvement (or are incurred to extend, renew or replace security interests and Indebtedness is incurredpreviously incurred in compliance with this clause), (iiiii) the Indebtedness secured thereby does not exceed the lesser 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 cost and Company or any Subsidiary Loan Party; (iv) Liens granted on the fair market value of Collateral pursuant to the equipment at the time of such acquisition and Collateral Documents; (iiiv) such Lien encumbers only the assets acquired with the proceeds of such Indebtedness or the assets leased precautionary or purported Liens evidenced by the filing of UCC financing statements or similar financing statements under applicable law relating solely to be leased under such Capitalized Leases, as the case may be, and the proceeds thereof; ​sale of Receivables Facility Assets in connection with any Specified Receivables Facility; (dvi) Liens arising by operation of law in favor of carriers(including any precautionary UCC financing statements or similar financing statements under applicable law) on Receivables Facility Assets securing Specified Receivables Facilities; (vii) licenses or sublicenses of, warehousemencovenants not to ▇▇▇ under, mechanics, materialmen and landlords incurred or other rights to use any Intellectual Property granted in the ordinary course of business for amounts not yet overdue (including licenses or being diligently contested in good faith sublicenses by appropriate proceedings that stay execution of such Lien and for which adequate reserves in accordance with GAAP shall have been established on its booksthe Company or any Subsidiary Loan Party to any Foreign Subsidiary); (eviii) Liens incurred or deposits made on Non-ABL Priority Collateral securing Permitted Non-ABL Indebtedness in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other forms of governmental insurance or ​ ​ benefits, or to secure performance of tenders, statutory obligations, bids, leases or other similar obligations (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety, appeal or performance bondsan aggregate principal amount not exceeding $750,000,000; (fix) Judgment second priority Liens on ABL Priority Collateral securing Permitted Non-ABL Indebtedness; provided that such second priority Liens are subject to an Intercreditor Agreement providing that such Liens rank junior in existence for less than 60 days after priority to the entry thereof, or with respect to which execution has been bonded, stayed or Liens on the payment of which is covered in full by insurance or surety bonds, and which Judgment Liens do not otherwise result in an Event of Default under Section 10.01(g)ABL Priority Collateral securing the Obligations; ​and (gA) easements, rights-of-way, zoning restrictions, defects Liens granted by the Company or irregularities any Subsidiary Loan Party in title respect of Guarantees of the China Facility Obligations and other similar encumbrances not(B) any pledge of cash collateral granted in respect of such Guarantees to replace the Liens described in clause (A), in each case, interfering in any material respect with the value or use an amount not to exceed 100% of the property to which committed amount of the China Facility Obligations at such Lien is attached; (h) Liens for Taxes, assessments or other governmental charges or levies (excluding any Lien imposed pursuant time. Notwithstanding anything to the provisions contrary in this Section 5.08(a), none of ERISA or the Liens permitted by this Section 5.08(a) may at any Canadian Pension Plan) not yet due and payable, or that are being diligently contested in good faith by appropriate proceedings that stays execution and for which adequate reserves in accordance with GAAP shall have been established on its books; time attach to any ABL Priority Collateral other than as permitted under clause (i) Liens arising in the ordinary course of business by virtue of any contractual), statutory or common law provision relating to banker’s Liens(iv), rights of set-off or similar rights and remedies covering deposit accounts or securities accounts (including funds or other assets credited theretoix) or other funds maintained with a depository institution or securities intermediary, so long as the applicable provisions (x) of this Section 8.12 have been complied with in respect of such deposit accounts and securities accounts; ​ (j) any interest or title of a lessor, licensor or sublessor under any lease, license or sublease (and precautionary UCC filings or PPSA registrations with respect thereto) entered into by any such Credit Party or Subsidiary in the ordinary course of its business and covering only the assets so leased, licensed or subleased; ​ (k) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by such Person in connection with any letter of intent or purchase agreement permitted hereunder; ​ (l) Liens of sellers of goods to such Person arising under Article II of the Uniform Commercial Code or similar provisions of Applicable Law in the ordinary course of business, covering only the goods sold or securing only the unpaid purchase price of such goods and related expenses to the extent such Indebtedness is permitted hereunder; ​ (m) Liens on insurance policies and the proceeds thereof securing the financing of premiums with respect thereto to the extent such financing is permitted under Section 9.01(g5.08(a); ​ (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits so long as the applicable provisions of Section.

Limitation on Liens. Each No Credit Party will notshall, and will each Credit Party shall not suffer or permit any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets part of any kind (real or personal, tangible or intangible) of any such Person (including its Capital Stock)property, whether now owned or hereafter acquired, except for other than the following (collectively, the “Permitted Liens”): ​): (a) Liens securing payment of the Obligations; ​ (b) Liens existing as of the Closing Date orWith respect to any Mortgaged Property, on and after the Third Amendment Initial Funding Date, the Third Amendment Initial Funding Date and disclosed in Schedule 9.02 securing Indebtedness permitted under Section 9.01(c); provided that no such any Lien shall encumber any additional property and the amount of Indebtedness secured by such Lien shall not be increased or its term extended from that other encumbrance existing on the Closing Date and disclosed in the title insurance policy issued with respect to such Mortgaged Property; (b) any Lien existing on property of the Credit Party or the Third Amendment Initial Funding Date, as applicable (as such Indebtedness may be permanently reduced subsequent to any of its Subsidiaries on the Closing Datesuch date) except to Date and set forth in the extent Disclosure Schedule securing Indebtedness permitted by Section 9.01(c); ​8.05(d) outstanding on such date and any Permitted Refinancings of such Indebtedness; (c) Liens securing Indebtedness of the type permitted any Lien created under Section 9.01(b); provided that (i) such Lien is granted within 60 days after such Indebtedness is incurred, (ii) the Indebtedness secured thereby does not exceed the lesser of the cost and the fair market value of the equipment at the time of such acquisition and (iii) such Lien encumbers only the assets acquired with the proceeds of such Indebtedness or the assets leased or purported to be leased under such Capitalized Leases, as the case may be, and the proceeds thereof; ​any Loan Document; (d) Liens arising for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by operation of law in favor of Section 7.07; (e) carriers’, warehousemen’s, mechanics’, materialmen and landlords incurred landlords’, materialmen’s, repairmen’s or other similar Liens arising in the ordinary course of business for amounts which are not yet overdue delinquent or remain payable without penalty or which are being diligently contested in good faith and by appropriate proceedings that stay execution diligently prosecuted, which proceedings have the effect of such Lien preventing the forfeiture or sale of the property subject thereto and for which adequate reserves in accordance with GAAP shall have been established on its booksare being maintained; (ef) Liens incurred Liens, other than any Lien imposed by ERISA, consisting of pledges or deposits made required in the ordinary course of business in connection with worker’s workers’ compensation, unemployment insurance and other social security legislation; (g) Liens on the property of the Credit Party or other forms any of governmental insurance or ​ ​ benefits, or to secure its Subsidiaries securing (i) the non-delinquent performance of tenders, statutory obligations, bids, leases or other similar obligations trade contracts (other than for borrowed money), leases, statutory obligations, (ii) entered into Contingent Obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business or to secure obligations on suretybusiness, appeal or performance bondsprovided all such Liens in the aggregate would not, even if enforced, cause a Material Adverse Effect; (fh) Judgment Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in existence the aggregate at any time outstanding for less than 60 days after the entry thereof, or with respect to which execution has been bonded, stayed or the payment of which is covered in full by insurance or surety bonds, Credit Parties and which Judgment Liens their Subsidiaries do not otherwise result in an Event of Default under Section 10.01(gexceed Two Hundred Fifty Thousand Dollars ($250,000); ​; (gi) easements, rights-of-way, zoning restrictions, minor defects or other irregularities in title title, and other similar encumbrances not, in each case, interfering in any material respect with the value or use of the property to which such Lien is attached; (h) Liens for Taxes, assessments or other governmental charges or levies (excluding any Lien imposed pursuant to the provisions of ERISA or any Canadian Pension Plan) not yet due and payable, or that are being diligently contested in good faith by appropriate proceedings that stays execution and for which adequate reserves in accordance with GAAP shall have been established on its books; (i) Liens arising incurred in the ordinary course of business by virtue which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of any contractual, statutory the property subject thereto or common law provision relating to banker’s Liens, rights interfere with the ordinary conduct of set-off or similar rights the businesses of the Credit Party and remedies covering deposit accounts or securities accounts (including funds or other assets credited thereto) or other funds maintained with a depository institution or securities intermediary, so long as the applicable provisions of Section 8.12 have been complied with in respect of such deposit accounts and securities accounts; ​its Subsidiaries; (j) Liens on assets of entities which become Subsidiaries of any Credit Party after the date of this Agreement, provided, that such Liens existed at the time the entities became Subsidiaries and were not created in anticipation thereof; (k) Reserved; (l) Liens on equipment securing purchase money Indebtedness or Capital Lease Obligations permitted under Section 8.05(g) and encumbering the purchased or leased assets (but not any other assets and not securing an amount greater than the purchase price of or lease obligation with respect to such assets); (m) any interest or title of a lessor, licensor lessor or sublessor under any lease, license or sublease lease permitted by this Agreement; (and n) Liens arising from the filing of precautionary UCC filings or PPSA registrations Uniform Commercial Code financing statements with respect theretoto any lease permitted by this Agreement; (o) entered into non-exclusive licenses and sublicenses granted by any such a Credit Party and leases or Subsidiary subleases (by a Credit Party as lessor or sublessor) to third parties in the ordinary course of its business and covering only not interfering with the assets so leased, licensed business of the Credit Parties or subleased; ​any of their Subsidiaries; (kp) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made in favor of collecting banks arising by such Person in connection with any letter operation of intent or purchase agreement permitted hereunder; ​ (l) Liens of sellers of goods to such Person arising law under Article II Section 4-210 of the Uniform Commercial Code or similar provisions of Applicable Law or, with respect to collecting banks located in the ordinary course State of businessNew York, covering only under 4-208 of the goods sold or securing only the unpaid purchase price of such goods and related expenses to the extent such Indebtedness is permitted hereunder; ​Uniform Commercial Code; (m) Liens on insurance policies and the proceeds thereof securing the financing of premiums with respect thereto to the extent such financing is permitted under Section 9.01(g); ​ (nq) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits deposits; (r) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods in the ordinary course of business; (s) Liens securing Indebtedness permitted under Section 8.05(c) so long as the applicable provisions of SectionLiens do not extend to any property other than the insurance policy (including unearned premiums) financed by such Indebtedness; and (t) Liens securing Indebtedness permitted under Section 8.05(f).

Limitation on Liens. Each Credit Party will Borrower shall not, and will shall not permit any of its Subsidiaries torespective Subsidiaries, directly or indirectlyand Hanover shall not permit any of its Subsidiaries, other than Non-Guarantor Subsidiaries, to create, incur, assume assume, or suffer permit to exist any Lien mortgage, pledge, security interest, lien, encumbrance, defect in title or restriction upon any property or assets the use of any kind (its respective real or personal, tangible or intangible) of any such Person (including its Capital Stock)personal properties, whether now owned or hereafter acquired, except for the following (collectively, the “Permitted Liens”): ​except: (a) Liens securing payment the liens, encumbrances, or security interests in favor of the Obligations; ​Lender; (b) Liens existing as the liens, encumbrances, or security interest in favor of Congress securing the Closing Date or, on and after the Third Amendment Initial Funding Date, the Third Amendment Initial Funding Date and disclosed in Schedule 9.02 securing Indebtedness permitted under Section 9.01(c); provided that no such Lien shall encumber any additional property and the amount of Indebtedness secured by such Lien shall not be increased or its term extended from that existing on the Closing Date or the Third Amendment Initial Funding Date, as applicable (as such Indebtedness may be permanently reduced subsequent to the Closing Datesuch date) except to the extent permitted by Section 9.01(c); ​Senior Credit Facility; (c) Liens securing Indebtedness of the type permitted under Section 9.01(b); provided that (i) such Lien is granted within 60 days after such Indebtedness is incurredtax, (ii) the Indebtedness secured thereby does not exceed the lesser of the cost mechanics and the fair market value of the equipment at the time of such acquisition and (iii) such Lien encumbers only the assets acquired with the proceeds of such Indebtedness or the assets leased or purported to be leased under such Capitalized Leases, as the case may be, and the proceeds thereof; ​ (d) Liens other non-consensual statutory liens arising by operation of law in favor of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of Borrowers' or such Subsidiary's business for amounts to the extent: (i) such liens secure Indebtedness which is not yet overdue or (ii) until foreclosure or similar proceedings shall have been commenced, such liens secure Indebtedness relating to claims or liabilities which are (A) fully insured and being diligently defended at the sole cost and expense and at the sole risk of the insurer or (B) being contested in good faith by appropriate proceedings that stay execution available to each Borrower and are adequately escrowed for or reserved against loan availability by Lender or as otherwise provided for under arrangements satisfactory to Lender; (d) liens arising in connection with worker's compensation, unemployment insurance, surety, insurance or financial responsibility, appeal and release bonds, in each case limited to securities pledged as collateral for any of such Lien and for which adequate reserves in accordance with GAAP shall have been established on its booksthe foregoing; (e) Liens incurred liens or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance security interests constituting purchase money liens or other forms of governmental insurance or ​ ​ benefitssecurity interests upon specific fixed assets acquired, or liens or security interests existing on any such fixed assets at the time of acquisition thereof and including capital leases; provided, that: (i) no such purchase money lien or security interest (or capital lease, as the case may be) with respect to secure performance of tenders, statutory obligations, bids, leases specific fixed assets shall extend to or cover any other similar obligations (property other than for borrowed moneythe specific fixed assets so acquired, or acquired subject to such lien or security interest (or lease), or accessions thereto and the proceeds thereof; (ii) entered into in such lien or security interest only secures the ordinary course obligation to pay the purchase price of business such specific fixed assets (or to secure the obligations on surety, appeal under the capital lease); (iii) the principal amount secured thereby shall not exceed one hundred percent (100%) of the cost of the fixed assets so acquired; and (iv) no Event of Default or performance bondsIncipient Default shall have occurred and be continuing; (f) Judgment Liens in existence for less than 60 days after the entry thereofliens or rights of set off against credit balances, but not liens on or with respect to which execution has been bondedrights of set off against other property of Borrowers, stayed or the payment of which is covered in full by insurance or surety bonds, and which Judgment Liens do not otherwise result in an Event of Default arising under Section 10.01(g); ​Credit Card Agreements; (g) easements, rights-of-way, zoning restrictions, defects or irregularities in title and other similar encumbrances not, in each case, interfering in any material respect with the value or use liens on customer lists of the property Borrowers, junior in priority to which such Lien is attached;Lender's liens thereon; and (h) Liens for Taxes, assessments or other governmental charges or levies (excluding any Lien imposed pursuant to the provisions of ERISA or any Canadian Pension Plan) not yet due and payable, or that are being diligently contested in good faith by appropriate proceedings that stays execution and for which adequate reserves in accordance with GAAP shall have been established on its books; (i) Liens arising in the ordinary course of business by virtue of any contractual, statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies covering deposit accounts or securities accounts (including funds or other assets credited thereto) or other funds maintained with a depository institution or securities intermediary, so long as the applicable provisions of Section 8.12 have been complied with in respect of such deposit accounts and securities accounts; ​ (j) any interest or title of a lessor, licensor or sublessor under any lease, license or sublease (and precautionary UCC filings or PPSA registrations with respect thereto) entered into by any such Credit Party or Subsidiary in the ordinary course of its business and covering only the assets so leased, licensed or subleased; ​ (k) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by such Person in connection with any letter of intent or purchase agreement permitted hereunder; ​ (l) Liens of sellers of goods to such Person arising under Article II of the Uniform Commercial Code or similar provisions of Applicable Law in the ordinary course of business, covering only the goods sold or securing only the unpaid purchase price of such goods and related expenses to the extent such Indebtedness is permitted hereunder; ​ (m) Liens on insurance policies and the proceeds thereof securing the financing of premiums with respect thereto to the extent such financing is permitted under Section 9.01(g); ​ (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits so long as the applicable provisions of SectionDiscover Lien.

Limitation on Liens. Each Credit Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of any such Person (including its Capital Stock), whether now owned or hereafter acquired, except for the following (collectively, the “Permitted Liens”): ​): (a) Liens securing payment of the Obligations; ​; (b) Liens existing as identified in Schedule 10.02, including replacements, extensions, modifications or renewals of such Liens on the property subject to such Liens on the Closing Date orDate; provided, on and after the Third Amendment Initial Funding Datethat such replaced, the Third Amendment Initial Funding Date and disclosed in Schedule 9.02 securing Indebtedness permitted under Section 9.01(c); provided that no such extended or modified Lien shall encumber does not extend to any additional property and other than (i) after acquired property that is affixed or incorporated into the amount of Indebtedness secured property covered by such Lien shall not be increased or its term extended from that existing on the Closing Date or the Third Amendment Initial Funding Date, as applicable and (as such Indebtedness may be permanently reduced subsequent to the Closing Datesuch dateii) except to the extent permitted by Section 9.01(c); ​proceeds and products thereof; (c) Liens securing Indebtedness of the type permitted under Section 9.01(b10.01(d); provided provided, that (i) such Lien is granted within 60 ninety (90) days after such Indebtedness is incurred, (ii) the Indebtedness secured thereby does not exceed the lesser of the cost and the fair market value of thecost of the applicable property, improvements or equipment at the time of such acquisition (or construction) and (iii) such Lien encumbers secures only the assets acquired with that are the proceeds subject of the Indebtedness referred to in such Indebtedness clause; provided, however, that the M&T Equipment Debt may also be secured by Liens on any or all of the assets leased or purported M&T Priority Collateral so long as such Liens are subject to be leased under such Capitalized Leases, as the case may be, and the proceeds thereof; ​Master Mortgagee Agreement; (d) Liens arising by operation of law in favor of carriers, warehousemen, mechanics, materialmen materialmen, repairmen, contractors, subcontractors, suppliers and landlords landlords, Liens in respect of taxes, and other similar Liens, in each case, incurred in the ordinary course of business for amounts (i) not yet overdue or who have been bonded or filed or signed lien waivers for all payments due, (ii) which remain payable without penalty for a period not greater than 180 days or (iii) which are being diligently contested in good faith by appropriate proceedings that stay execution of such Lien and for which adequate reserves in accordance with GAAP the Accounting Principles shall have been established on its books; (e) Liens incurred or pledges or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other forms of governmental insurance or ​ ​ benefits, or to secure performance of tenders, statutory obligations, bids, leases or other similar obligations (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety, stay, customs, appeal or performance bonds; (f) Judgment judgment Liens, judicial attachments or similar Liens in existence for less than 60 days after the entry thereof, or with respect to which execution has been bonded, stayed or the payment of which is covered in full by insurance or surety bonds, and which Judgment Liens do not otherwise result in an Event of Default under Section 10.01(g); ​11.01(f) that (i) are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with the Accounting Principles shall have been established on its books to the extent that such Liens are being diligently protested by appropriate means or (ii) have not been discharged within thirty (30) days after the filing thereof; (g) easements, encroachments, protrusions, covenants, equitable servitudes, rights-of-way, land use, zoning restrictions, minor defects or irregularities in title and other similar encumbrances not, in each case, not interfering in any material respect manner with the value or use of the property to which such Lien is attachedattached and in the case of any real property, encumbrances disclosed in the title insurance policy issued to the Collateral Agent; (h) Liens for Taxes, assessments or other governmental charges or levies (excluding any Lien imposed pursuant to the provisions of ERISA or any Canadian Pension Plan) not yet due and payabledelinquent, or that are being diligently contested in good faith by appropriate proceedings that stays execution and for which adequate reserves in accordance with GAAP the Accounting Principles shall have been established on its books; (i) Liens arising in the ordinary course of business and consistent with past practice by virtue of any contractual, statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies covering deposit accounts or securities accounts (including funds or other assets credited thereto) or other funds maintained with a depository institution or securities intermediary, so long as the applicable provisions of Section 8.12 have been complied intermediary and Liens deemed to exist in connection with investments in respect of such deposit accounts and securities accounts; ​repurchase agreements constituting Cash Equivalents; (j) any interest or title of a lessor, licensor or sublessor under any lease (including any ground lease), license or sublease (and precautionary UCC filings or PPSA registrations with respect thereto) entered into by any such Credit Party or Subsidiary in the ordinary course of its business and covering only the assets so leased, licensed or subleased; ​; (k) licenses, sublicenses, leases or subleases with respect to any asset granted to any Persons in the ordinary course of business; provided, that the same do not materially and adversely affect the business of the Borrower or its Subsidiaries or materially detract from the value of the assets of the Credit Parties or its Subsidiaries, taken as a whole, or secure any Indebtedness for borrowed money; (l) deposits (including letters of credit) to secure the performance of bids, government contracts, trade contracts and leases (other than Indebtedness), statutory obligations, utilities, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business; (m) Liens solely which arise under Article 4 of the Uniform Commercial Code in any applicable jurisdictions on items in collection and documents and proceeds related thereto; (n) [reserved]; (o) customary Liens granted on the Capital Stock of any Subsidiary that is not a Credit Party to the stockholders of such Subsidiary pursuant to the organizational documents of such Subsidiary; (p) Liens in favor of customs and revenue authorities arising as a matter of law to secure payments of customs duties in connection with the importation of goods; (q) Liens in connection with the purchase or shipping of goods or assets on the related goods or assets and proceeds thereof in favor of the seller or shipper of such goods or assets or pursuant to customary reservations or retentions of title arising in the ordinary course of business and consistent with past practice and in any case not securing Indebtedness; (r) Liens attaching to ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by such Person in connection with any letter of intent or purchase agreement in respect of a Purchase that would reasonably be expected to result in a Permitted Acquisition or permitted Investment hereunder; ​; (ls) Liens arising by virtue of sellers of goods to such Person arising under Article II of the Uniform Commercial Code or similar provisions of Applicable Law deposits made in the ordinary course of business, covering only the goods sold business or securing only the unpaid purchase price of such goods and related expenses to the extent such Indebtedness is permitted hereunder; ​ (m) Liens on insurance policies and the proceeds thereof to secure liability for premiums to insurance carriers, including liens on unearned insurance premiums securing the financing thereof; (t) Liens consisting of premiums with respect thereto Contractual Obligations of any Credit Party to consummate a Disposition that is permitted under Section 10.04 to the extent such financing Liens do not secure monetary obligations of the Credit Parties to applicable purchaser and escrow arrangements with respect to such Dispositions, and liens arising out of consignment, conditional sale, title retention or similar arrangements for the sale of goods in the ordinary course of business and consistent with past practice to the extent such liens attach solely to the goods subject to such consignment, conditional sale, title retention or similar arrangement; (u) restrictions in joint venture agreements on the applicable joint venture granting Liens on its assets or the equity interests of such joint venture; (v) Liens on property or assets of a Person (other than any Capital Stock of any Person) existing at the time such assets of such Person are acquired or such Person is merged into or consolidated with the Borrower or any of its Subsidiaries or becomes a Subsidiary of the Borrower or any Guarantor; provided, that such Lien is not in the nature of a “blanket” or “all assets” Lien and was not created in contemplation of such acquisition, merger, consolidation or investment, and does not extend to any assets other than those acquired, merged or consolidated by the Credit Parties; provided further that any Indebtedness or other obligations secured by such Liens shall otherwise be permitted under Section 9.01(g10.01(p); ​; (nw) Liens on (including i) cash collateral accounts securing liabilities in respect of credit card facilities or merchant accounts, commodities accounts or brokerage accounts in the right ordinary course of set-offbusiness and consistent with past practice and (ii) securities that are the subject of permitted repurchase agreements constituting Cash Equivalents; (x) Liens on escrow accounts in connection with Permitted Acquisitions or Dispositions otherwise permitted hereunder to the extent such escrow arrangement is also permitted hereunder; (y) Liens on cash in favor of a bank credit card processors in the ordinary course of business and consistent with past practice; (z) restrictions on cash or other depository institution arising as a matter deposits or net worth imposed by customers under contracts entered into in the ordinary course of law encumbering business and consistent with past practice or that arise in connection with cash or other deposits so long as permitted under this Section 10.02 and Section 10.05 and limited to such cash or deposit; (aa) other Liens securing liabilities or Indebtedness permitted under this Agreement in an aggregate principal amount not to exceed $50,000,000, at any time outstanding; provided that such liens shall not be secured by cash and Cash Equivalents, shall not be secured by property other than Collateral and shall rank junior to the Liens securing the Obligations, pursuant to an intercreditor agreement acceptable to the Collateral Agent and the Administrative Agent; (bb) Liens on cash collateral used to secure any judgment appeal in an amount and pursuant to procedures, in each case customary for such judgment appeal Liens; (cc) Liens consisting of customary assignments of insurance or condemnation proceeds provided to landlords (or their mortgagees) pursuant to the terms of any lease and Liens and rights reserved in any lease for rent or for compliance with the terms of such lease; and (dd) Liens securing Indebtedness incurred under Section 2.01(d), Section 10.01(q), Section 10.01(s), Section 10.01(u) (to the extent constituting M&T Priority Collateral (for the avoidance of doubt, including Liens in favor of M&T Bank permitted under Section 10.02(c) and subject to the Master Mortgagee Agreement), Section 10.01(x) (to the extent constituting applicable provisions of SectionOther Real Estate Priority Collateral), Section 10.01(y) (to the extent constituting applicable Other Real Estate Priority Collateral) or Section 10.01(w);

Limitation on Liens. Each Credit Party (a) [Reserved.] (b) The Company will not, and will not permit any of its Subsidiaries Subsidiary Loan Party to, directly or indirectly, create, incur, assume or suffer permit to exist any Lien upon on any property or assets of any kind (real or personal, tangible or intangible) of any such Person (including its Capital Stock), whether Collateral now owned or hereafter acquiredacquired by it, except for the following or assign or sell any income or revenues (collectivelyincluding accounts receivable) or rights in respect of any thereof, the “Permitted Liens”): ​except: (ai) Liens securing payment Permitted Encumbrances; (ii) any Lien on any property or asset of the Obligations; ​ (b) Liens existing as of the Closing Date or, on and after the Third Amendment Initial Funding Date, the Third Amendment Initial Funding Date and disclosed in Schedule 9.02 securing Indebtedness permitted under Section 9.01(c); provided that no such Lien shall encumber Company or any additional property and the amount of Indebtedness secured by such Lien shall not be increased or its term extended from that Subsidiary Loan Party existing on the Closing Effective Date or the Third Amendment Initial Funding Date, as applicable (as such Indebtedness may be permanently reduced subsequent to the Closing Datesuch date) except to the extent permitted by Section 9.01(c); ​ (c) Liens securing Indebtedness of the type permitted under Section 9.01(b)and set forth in Schedule 5.08; provided that (i) such Lien is granted shall not apply to any other property or asset of the Company or any Subsidiary Loan Party and (ii) such Lien shall secure only those obligations which it secures on the Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (iii) Liens on fixed or capital assets acquired, constructed or improved by the Company or any Subsidiary Loan Party; provided that (i) such security interests secure Indebtedness permitted by clause (i) of Section 5.10, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 60 120 days after such acquisition or the completion of such construction or improvement (or are incurred to extend, renew or replace security interests and Indebtedness is incurredpreviously incurred in compliance with this clause), (iiiii) the Indebtedness secured thereby does not exceed the lesser 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 cost and Company or any Subsidiary Loan Party; (iv) Liens granted on the fair market value of Collateral pursuant to the equipment at the time of such acquisition and Collateral Documents; (iiiv) such Lien encumbers only the assets acquired with the proceeds of such Indebtedness or the assets leased precautionary or purported Liens evidenced by the filing of UCC financing statements or similar financing statements under applicable law relating solely to be leased under such Capitalized Leases, as the case may be, sale of Receivables Facility Assets and the proceeds thereof; ​related assets in connection with any Specified Receivables Facility; (dvi) Liens arising by operation of law in favor of carriers(including any precautionary UCC financing statements or similar financing statements under applicable law) on Receivables Facility Assets securing Specified Receivables Facilities; (vii) licenses or sublicenses of, warehousemencovenants not to sue under, mechanics, materialmen and landlords incurred or other rights to use any Intellectual Property granted in the ordinary course of business for amounts not yet overdue (including licenses or being diligently contested in good faith sublicenses by appropriate proceedings that stay execution of such Lien and for which adequate reserves in accordance with GAAP shall have been established on its booksthe Company or any Subsidiary Loan Party to any Foreign Subsidiary); (eviii) Liens securing Indebtedness incurred or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other forms of governmental insurance or ​ ​ benefits, or pursuant to secure performance of tenders, statutory obligations, bids, leases or other similar obligations (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety, appeal or performance bondsSection 5.10(l); (fix) Judgment other Liens in existence for less than 60 days after the entry thereof, or with respect to which execution has been bonded, stayed or the payment of which is covered in full by insurance or surety bonds, and which Judgment Liens do not otherwise result on Non-ABL Priority Collateral securing Permitted Non-ABL Indebtedness in an Event of Default under Section 10.01(g)aggregate principal amount not exceeding $600,000,000; ​and (gx) easements, rightssecond priority Liens on ABL Priority Collateral securing Permitted Non-of-way, zoning restrictions, defects or irregularities ABL Indebtedness; provided that such second priority Liens are subject to an Intercreditor Agreement providing that such Liens rank junior in title and other similar encumbrances not, in each case, interfering in any material respect with the value or use of the property to which such Lien is attached; (h) Liens for Taxes, assessments or other governmental charges or levies (excluding any Lien imposed pursuant priority to the provisions of ERISA or any Canadian Pension Plan) not yet due and payable, or that are being diligently contested in good faith by appropriate proceedings that stays execution and for which adequate reserves in accordance with GAAP shall have been established on its books; (i) Liens arising in the ordinary course of business by virtue of any contractual, statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies covering deposit accounts or securities accounts (including funds or other assets credited thereto) or other funds maintained with a depository institution or securities intermediary, so long as the applicable provisions of Section 8.12 have been complied with in respect of such deposit accounts and securities accounts; ​ (j) any interest or title of a lessor, licensor or sublessor under any lease, license or sublease (and precautionary UCC filings or PPSA registrations with respect thereto) entered into by any such Credit Party or Subsidiary in the ordinary course of its business and covering only the assets so leased, licensed or subleased; ​ (k) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by such Person in connection with any letter of intent or purchase agreement permitted hereunder; ​ (l) Liens of sellers of goods to such Person arising under Article II of the Uniform Commercial Code or similar provisions of Applicable Law in the ordinary course of business, covering only the goods sold or securing only the unpaid purchase price of such goods and related expenses to the extent such Indebtedness is permitted hereunder; ​ (m) Liens on insurance policies and the proceeds thereof ABL Priority Collateral securing the financing of premiums with respect thereto to the extent such financing is permitted under Section 9.01(g); ​ (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits so long as the applicable provisions of SectionObligations.

Limitation on Liens. Each Credit Party (a) The Company will notnot create or incur any Lien on any Principal Property of the Company, and the Company will not permit any Domestic Restricted Subsidiary of its Subsidiaries tothe Company, directly to create or indirectly, create, incur, assume or suffer to exist incur any Lien upon on any property or assets Principal Property of any kind (real or personal, tangible or intangible) of any such Person (including its Capital Stock)Domestic Restricted Subsidiary, whether now owned or hereafter acquired, in order to secure any Indebtedness, without effectively providing that the Notes shall be equally and ratably secured, until such time as such Indebtedness is no longer secured by such Lien, except for the following (collectively, the “Permitted Liens”): ​ (a) Liens securing payment of the Obligations; ​. (b) Liens existing as Notwithstanding Section 4.09(a), the Company and its Domestic Restricted Subsidiaries may, without equally and ratably securing the Notes, create or incur any Lien which would otherwise be subject to the restrictions set forth in Section 4.09(a), if after giving effect thereto and at the date of determination, Aggregate Debt does not exceed an amount equal to the greatest of (1) $3.0 billion, (2) 15% of Consolidated Net Tangible Assets of the Closing Date orCompany and (3) 2.75 times Consolidated EBITDA of the Company for the Measurement Period immediately preceding the date of the creation or incurrence of such Lien. The Company or any Domestic Restricted Subsidiary of the Company also may, on without equally and after ratably securing the Third Amendment Initial Funding DateNotes, create or incur Liens that extend, renew, amend, substitute or replace (including successive extensions, renewals, amendments, substitutions or replacements), in whole or in part, any Lien permitted pursuant to this or the Third Amendment Initial Funding Date and disclosed in Schedule 9.02 securing preceding sentence or that secure any extension, renewal, amendment, replacement, refinancing or refunding (including any successive extensions, renewals, amendments, replacements, refinancings or refundings) of any Indebtedness permitted under Section 9.01(c); provided that no within 12 months of the maturity, retirement or other repayment or prepayment of the Indebtedness (including any such Lien shall encumber any additional property and the amount of repayment pursuant to amortization obligations with respect to such Indebtedness) being extended, renewed, amended, substituted, replaced, refinanced or refunded, which Indebtedness is secured by such a Lien shall not be increased or its term extended from that existing on the Closing Date permitted pursuant to this or the Third Amendment Initial Funding Date, as applicable (as such Indebtedness may be permanently reduced subsequent to the Closing Datesuch date) except to the extent permitted by Section 9.01(c); ​preceding sentence. (c) Liens securing For purposes of this Section 4.09, (1) the creation of a Lien to secure Indebtedness which existed prior to the creation of the type permitted under Section 9.01(b); provided that (i) such Lien is granted within 60 days after such will be deemed to involve Indebtedness is incurred, (ii) the Indebtedness secured thereby does not exceed in an amount equal to the lesser of the cost and (x) the fair market value of the equipment at the time of such acquisition and (iii) such Lien encumbers only the assets acquired with the proceeds of such Indebtedness or the assets leased or purported to be leased under such Capitalized Leases, as the case may be, and the proceeds thereof; ​ (d) Liens arising by operation of law in favor of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for amounts not yet overdue or being diligently contested determined in good faith by appropriate proceedings the Company) of the asset subjected to such Lien and (y) the principal amount secured by such Lien, and (2) in the event that stay execution a Lien meets the criteria of more than one of the types of Permitted Liens or Liens permitted by Section 4.09(b), the Company, in its sole discretion, will classify, and may reclassify, such Lien and only be required to include the amount and type of such Lien as a Permitted Lien or a Lien permitted by Section 4.09(b), and a Lien may be divided and classified and reclassified into more than one of such types of Liens. In addition, for which adequate reserves purposes of calculating compliance with this Section 4.09, in accordance with GAAP shall have been established on its books; (e) no event will the amount of any Indebtedness or Liens incurred securing any Indebtedness be required to be included more than once despite the fact more than one Person is or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other forms of governmental insurance or ​ ​ benefits, or to secure performance of tenders, statutory obligations, bids, leases or other similar obligations (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety, appeal or performance bonds; (f) Judgment Liens in existence for less than 60 days after the entry thereof, or becomes liable with respect to which execution has been bonded, stayed or such Indebtedness and despite the payment of which is covered in full by insurance or surety bonds, and which Judgment Liens do not otherwise result in an Event of Default under Section 10.01(g); ​ (g) easements, rights-of-way, zoning restrictions, defects or irregularities in title and other similar encumbrances not, in each case, interfering in any material respect with the value or use of the property to which such Lien is attached; (h) Liens for Taxes, assessments or other governmental charges or levies (excluding any Lien imposed pursuant to the provisions of ERISA or any Canadian Pension Plan) not yet due and payable, or that are being diligently contested in good faith by appropriate proceedings that stays execution and for which adequate reserves in accordance with GAAP shall have been established on its books; (i) Liens arising in the ordinary course of business by virtue of any contractual, statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies covering deposit accounts or securities accounts (including funds or other assets credited thereto) or other funds maintained with a depository institution or securities intermediary, so long as the applicable provisions of Section 8.12 have been complied with in respect of such deposit accounts and securities accounts; ​ (j) any interest or title of a lessor, licensor or sublessor under any lease, license or sublease (and precautionary UCC filings or PPSA registrations with respect thereto) entered into by any such Credit Party or Subsidiary in the ordinary course of its business and covering only the assets so leased, licensed or subleased; ​ (k) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by such Person in connection with any letter of intent or purchase agreement permitted hereunder; ​ (l) Liens of sellers of goods to such Person arising under Article II of the Uniform Commercial Code or similar provisions of Applicable Law in the ordinary course of business, covering only the goods sold or securing only the unpaid purchase price of such goods and related expenses to the extent fact such Indebtedness is permitted hereunder; ​ secured by the assets of more than one Person (m) for example, and for avoidance of doubt, in the case where there are Liens on insurance policies assets of one or more of the Company and its Domestic Restricted Subsidiaries securing any Indebtedness, the proceeds thereof securing the financing amount of premiums with respect thereto to the extent such financing is permitted under Section 9.01(gIndebtedness secured shall be included only once for purposes of such calculations); ​ (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits so long as the applicable provisions of Section.

Limitation on Liens. Each Credit Party will The Company shall not, and will shall not cause or permit any of its Subsidiaries to, Restricted Subsidiary to directly or indirectly, create, incurcause, assume incur or suffer to exist any Lien upon on or with respect to any Capital Stock or any property or assets of the Company or Restricted Subsidiaries, in each case, created or acquired to secure any kind Indebtedness, without making, or causing such Restricted Subsidiary to make, effective provision for securing the Securities and all other amounts due under this Indenture equally and ratably with such Indebtedness or, in the event such Indebtedness is Subordinated Indebtedness, prior to such Indebtedness, as to such property or assets for so long as such Indebtedness shall be so secured. The foregoing restrictions shall not apply to (real or personal, tangible or intangible) of any such Person (including its Capital Stock), whether now owned or hereafter acquired, except for the following (collectively, the “Permitted Liens”): ​ (a) Liens securing payment of the Obligations; ​ (bi) Liens existing as of on the Closing Issue Date or, on and after the Third Amendment Initial Funding Date, the Third Amendment Initial Funding Date and disclosed in Schedule 9.02 securing Indebtedness permitted under Section 9.01(c); provided that no such Lien shall encumber any additional property and the amount of Indebtedness secured by such Lien shall not be increased or its term extended from that existing on the Closing Date or the Third Amendment Initial Funding Issue Date, as applicable ; (as such Indebtedness may be permanently reduced subsequent to the Closing Datesuch date) except to the extent permitted by Section 9.01(c); ​ (cii) Liens securing Indebtedness of under any Senior Credit Facilities and any guarantees thereof to the type permitted under Section 9.01(b); provided extent that (i) such Lien is granted within 60 days after such Indebtedness is incurred, (ii) the Indebtedness secured thereby does not exceed is permitted to be incurred under Section 4.04; (iii) Liens securing only the lesser Securities and the Guarantees, if any; (iv) Liens in favor of the cost Company or any Guarantor; (v) Liens to secure Indebtedness Incurred in connection with Vendor Credit Arrangements; (vi) Liens on property existing immediately prior to the time of acquisition thereof (and the fair market value not created in connection with or in anticipation or contemplation of the equipment financing of such acquisition); (vii) Liens on property of a Person existing at the time of such acquisition and (iii) such Lien encumbers only the assets Person is acquired or merged with or into or consolidated with the proceeds of Company or any such Indebtedness Restricted Subsidiary (and not created in connection with or the assets leased in anticipation or purported to be leased under such Capitalized Leases, as the case may be, and the proceeds contemplation thereof); ​ (dviii) Liens arising by operation to secure the performance of law in favor of statutory obligations, surety or appeal bonds or bid or performance bonds, or landlords', carriers', warehousemen's, mechanics', materialmen and landlords suppliers', materialmen's or other similar Liens, in any case incurred in the ordinary course of business for and with respect to amounts not yet overdue delinquent or being diligently contested in good faith by appropriate process of law, if a reserve or other appropriate provision, if any, as is required by GAAP shall have been made therefor; (ix) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded, provided, however, that stay execution of such Lien and for which adequate reserves any reserve or other appropriate provision that shall be required in accordance conformity with GAAP shall have been established on its books; made therefor; (ex) Liens incurred to secure Indebtedness Incurred to Refinance, in whole or deposits made in part, any Indebtedness secured by Liens referred to in the ordinary course foregoing clauses (i)-(ix) so long as such Liens do not extend to any additional category of business property and the principal amount of Indebtedness so secured is not increased except for the amount of any premium required to be paid in connection with worker’s compensationsuch Refinancing pursuant to the terms of the Indebtedness Refinanced or the amount of any premium reasonably determined by the Company as necessary to accomplish such Refinancing by means of a tender offer, unemployment insurance exchange offer or other forms privately negotiated repurchase, plus the expenses of governmental insurance the issuer of such Indebtedness reasonably incurred in connection with such Refinancing; (xi) Liens in favor of the Trustee as provided for in this Indenture on money or ​ ​ benefitsproperty held or collected by the Trustee in its capacity as Trustee; (xii) encumbrances, easements or reservations of, or to secure performance rights of tendersothers for, statutory obligationslicenses, bids, leases or other similar obligations (other than for borrowed money) entered into in the ordinary course rights of business or to secure obligations on surety, appeal or performance bonds; (f) Judgment Liens in existence for less than 60 days after the entry thereof, or with respect to which execution has been bonded, stayed or the payment of which is covered in full by insurance or surety bonds, and which Judgment Liens do not otherwise result in an Event of Default under Section 10.01(g); ​ (g) easements, rights-of-way, zoning restrictionssewers, defects or irregularities in title electric lines, telegraph and telephone lines and other similar encumbrances notpurposes, or zoning or other restrictions as to the use of real properties or Liens incidental to the conduct of the business of the Company or any Restricted Subsidiary or to the ownership of its properties which do not in each case, interfering in any material respect with the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the property to which business of the Company or such Restricted Subsidiary; (xiii) judgment liens so long as such Lien is attached; adequately bonded; (h) Liens for Taxes, assessments or other governmental charges or levies (excluding any Lien imposed pursuant to the provisions of ERISA or any Canadian Pension Plan) not yet due and payable, or that are being diligently contested in good faith by appropriate proceedings that stays execution and for which adequate reserves in accordance with GAAP shall have been established on its books; (ixiv) Liens arising in the ordinary course of business solely by virtue of any contractual, statutory or common law provision provisions relating to banker’s Liens's liens, rights of set-off or similar rights and remedies covering as to deposit accounts or securities accounts (including funds or other assets credited thereto) or other funds maintained with a depository institution or securities intermediary, so long as the applicable provisions of Section 8.12 have been complied with in respect of such deposit accounts and securities accountsdepositary institution; ​ (j) any interest or title of a lessor, licensor or sublessor under any lease, license or sublease (and precautionary UCC filings or PPSA registrations with respect thereto) entered into by any such Credit Party or Subsidiary in the ordinary course of its business and covering only the assets so leased, licensed or subleased; ​ (kxv) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by such Person in connection with any letter of intent or purchase agreement securing obligations under interest rate agreements permitted hereunderpursuant to Section 4.04 hereof; ​ (l) Liens of sellers of goods to such Person arising under Article II of the Uniform Commercial Code or similar provisions of Applicable Law in the ordinary course of business, covering only the goods sold or securing only the unpaid purchase price of such goods and related expenses to the extent such Indebtedness is permitted hereunder; ​ (m) Liens on insurance policies and the proceeds thereof securing the financing of premiums with respect thereto to the extent such financing is permitted under Section 9.01(g); ​ (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits so long as the applicable provisions of Sectionand

Limitation on Liens. Each Credit Party will not, and will not permit Neither the Issuer nor any of its Subsidiaries to, directly Guarantor shall create or indirectly, create, incur, assume or suffer to exist be created or incurred, any Lien upon Security Interest in respect of Indebtedness For Borrowed Money on any property vessel or other of its respective properties or assets of any kind (kind, real or personal, tangible or intangible, included in the consolidated balance sheet of the Carnival Corporation & plc Group in accordance with GAAP, nor shall the Issuer or any Guarantor permit any member of the Carnival Corporation & plc Group to do any of the foregoing, without making or causing to be made effective provisions whereby either (x) the Notes will be secured by a Security Interest on such vessels, properties or assets equally and ratably with (or prior to) all other Indebtedness For Borrowed Money thereby secured or (y) the Notes will be secured by a Security Interest on other vessels, properties or assets with a book value at least equal to the principal amount of the Notes that ranks prior to all other Indebtedness For Borrowed Money thereby secured, unless after giving effect thereto, the aggregate amount of all such Indebtedness For Borrowed Money secured by Security Interests on such properties or assets would not exceed an amount equal to 33 1/3% of the Consolidated Tangible Assets of the Carnival Corporation & plc Group as determined based on the Carnival Corporation & plc Group’s most recent consolidated balance sheet and after giving effect to the incurrence of any such Person (including its Capital Stock)Indebtedness For Borrowed Money secured by Security Interests and the application of the proceeds therefrom; provided, whether now owned however, that the foregoing restriction shall not apply to, and there shall be excluded from Indebtedness For Borrowed Money secured by Security Interests on property or hereafter acquiredassets in any computation under this Section 4.04, except for the following (collectively, the “Permitted Liens”): ​Indebtedness For Borrowed Money secured by: (ai) Liens securing payment of the Obligations; ​ (b) Liens existing as of the Closing Date or, on and after the Third Amendment Initial Funding Date, the Third Amendment Initial Funding Date and disclosed in Schedule 9.02 securing Indebtedness permitted under Section 9.01(c); provided that no such Lien shall encumber any additional property and the amount of Indebtedness secured by such Lien shall not be increased or its term extended from that Security Interests existing on the Closing Date or the Third Amendment Initial Funding Issue Date, as applicable (as such Indebtedness may be permanently reduced subsequent to the Closing Datesuch date) except to the extent permitted by Section 9.01(c); ​; (c) Liens securing Indebtedness of the type permitted under Section 9.01(b); provided that (i) such Lien is granted within 60 days after such Indebtedness is incurred, (ii) Security Interests on any real or personal property on any Person existing at the Indebtedness secured thereby does not exceed the lesser time such Person became a Guarantor or a member of the cost Carnival Corporation & plc Group and the fair market value not incurred in contemplation of such Person becoming a Guarantor or a member of the equipment Carnival Corporation & plc Group; (iii) Security Interests in favor of the Issuer, any Guarantor or any member of the Carnival Corporation & plc Group; (iv) Security Interests existing on any real or personal property at the time it is acquired by the Issuer, any Guarantor or any member of the Carnival Corporation & plc Group or created within 18 months of the date of such acquisition, conditional sale and similar agreements; (v) purchase money Security Interests to secure the purchase price or construction cost of any property incurred prior to, at the time of such acquisition and or within 18 months after the acquisition, the completion of the construction or the commencement of full operations of the property; and (iiivi) such Lien encumbers only any extension, renewal or refunding (or successive extensions, renewals or refundings) of any Security Interest referred to in the assets acquired with foregoing clauses (i) to (v) inclusive; provided the proceeds principal amount of such Indebtedness extension, renewal or refunding may not exceed the assets leased principal amount of the Security Interest being extended, renewed or purported to be leased under such Capitalized Leases, as refunding plus the case may be, and the proceeds thereof; ​ (d) Liens arising by operation amount of law in favor of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for amounts not yet overdue any premium or being diligently contested in good faith by appropriate proceedings that stay execution of such Lien and for which adequate reserves in accordance with GAAP shall have been established on its books; (e) Liens incurred or deposits made in the ordinary course of business other costs paid in connection with worker’s compensationsuch extension, unemployment insurance renewal or refunding. Any Security Interest granted to the Holders under clauses (x) or (y) of this Section 4.04 will terminate automatically when any other forms of governmental insurance Indebtedness For Borrowed Money that causes such Security Interest to be granted ceases to be secured by any vessels, assets or ​ ​ benefits, or to secure performance of tenders, statutory obligations, bids, leases or other similar obligations (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety, appeal or performance bonds; (f) Judgment Liens in existence for less than 60 days after the entry thereof, or with respect to which execution has been bonded, stayed or the payment of which is covered in full by insurance or surety bonds, and which Judgment Liens do not otherwise result in an Event of Default under Section 10.01(g); ​ (g) easements, rights-of-way, zoning restrictions, defects or irregularities in title and other similar encumbrances not, in each case, interfering in any material respect with the value or use properties of the property to which such Lien is attached; (h) Liens for Taxes, assessments or other governmental charges or levies (excluding any Lien imposed pursuant to the provisions of ERISA or any Canadian Pension Plan) not yet due and payable, or that are being diligently contested in good faith by appropriate proceedings that stays execution and for which adequate reserves in accordance with GAAP shall have been established on its books; (i) Liens arising in the ordinary course of business by virtue of any contractual, statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies covering deposit accounts or securities accounts (including funds or other assets credited thereto) or other funds maintained with a depository institution or securities intermediary, so long as the applicable provisions of Section 8.12 have been complied with in respect of such deposit accounts and securities accounts; ​ (j) any interest or title of a lessor, licensor or sublessor under any lease, license or sublease (and precautionary UCC filings or PPSA registrations with respect thereto) entered into by any such Credit Party or Subsidiary in the ordinary course of its business and covering only the assets so leased, licensed or subleased; ​ (k) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by such Person in connection with any letter of intent or purchase agreement permitted hereunder; ​ (l) Liens of sellers of goods to such Person arising under Article II of the Uniform Commercial Code or similar provisions of Applicable Law in the ordinary course of business, covering only the goods sold or securing only the unpaid purchase price of such goods and related expenses to the extent such Indebtedness is permitted hereunder; ​ (m) Liens on insurance policies and the proceeds thereof securing the financing of premiums with respect thereto to the extent such financing is permitted under Section 9.01(g); ​ (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits so long as the applicable provisions of SectionCarnival Corporation & plc Group.

Limitation on Liens. Each Credit Party The Borrower will not, and will not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any property or assets of any kind its Property (real or personalincluding, tangible or intangible) of any such Person (including its Capital Stockbut not limited to, the Collateral), whether now owned or hereafter acquired; provided, except for however, that the foregoing restriction and limitation shall not apply to the following (collectively, the “Permitted Liens”): ​: (a) Liens securing payment of created under the Obligations; ​Collateral Documents; (b) Liens existing as of the Closing Date or, date hereof and reflected on and after the Third Amendment Initial Funding Date, the Third Amendment Initial Funding Date and disclosed in Schedule 9.02 securing Indebtedness permitted under Section 9.01(c); provided that no such Lien shall encumber any additional property and the amount of Indebtedness secured by such Lien shall not be increased or its term extended from that existing on the Closing Date or the Third Amendment Initial Funding Date, as applicable (as such Indebtedness may be permanently reduced subsequent to the Closing Datesuch date) except to the extent permitted by Section 9.01(c); ​8.11 hereto; (c) Liens securing Indebtedness existing on property at the time acquired by the Borrower or any Restricted Subsidiary thereof or existing on the property of a corporation at the time it becomes a Restricted Subsidiary, or placed upon property within 120 days after the date of acquisition thereof by the Borrower or any Restricted Subsidiary to secure a portion of the type permitted under Section 9.01(b); provided that purchase price thereof, but only if (i) such Lien is granted within 60 days after such Indebtedness is incurredshall attach solely to the property acquired, purchased or constructed and (ii) the Indebtedness secured thereby such Lien does not exceed the lesser of the cost and the fair market value or cost of such property; (d) Liens constituting renewals, extensions or refundings of Liens permitted by clause (b) or (c) above, provided that the principal amount of the equipment Indebtedness secured by any such new Lien does not exceed the principal amount of the Indebtedness being renewed, extended or refunded at the time of renewal, extension or refunding thereof and that such acquisition new Lien attaches only to the same property theretofore subject to such earlier Lien; (e) Liens securing taxes, assessments or governmental charges or levies, or the claims or demands of materialmen, mechanics, carriers, workmen, repairmen, warehousemen, landlords and other like persons, provided that payment thereof is not at the time required by Section 8.3 hereof; (f) other Liens incidental to the conduct of its business or the ownership of its property and assets when not incurred in connection with the borrowing of money or the obtaining of advances of credit, and which do not in the aggregate materially detract from the value of its property or assets, or materially impair the use thereof in the operation of its business; (g) attachment, judgment and other similar Liens arising in connection with court proceedings, provided that (i) execution or other enforcement of such Liens is effectively stayed, (ii) the claims secured thereby are being actively contested in good faith by appropriate proceedings, (iii) adequate reserves in conformity with GAAP have been provided on the books of the Borrower or such Lien encumbers Restricted Subsidiary, and (iv) the aggregate amount of the liabilities of the Borrower and all Restricted Subsidiaries so secured, including interest and penalties thereon, shall not be in excess of $100,000 at any one time outstanding; and (h) Liens granted to secure the Fixed Asset Financing, provided that such Liens (x) only extend to the fixed assets acquired with the proceeds of such Indebtedness or Fixed Asset Financing, (y) only secure the assets leased or purported to be leased under such Capitalized Leases, as the case may be, and the proceeds thereof; ​ (d) Liens arising by operation of law in favor of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for amounts not yet overdue or being diligently contested in good faith by appropriate proceedings that stay execution of such Lien and for which adequate reserves in accordance with GAAP shall have been established on its books; (e) Liens incurred or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other forms of governmental insurance or ​ ​ benefits, or to secure performance of tenders, statutory obligations, bids, leases or other similar obligations (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety, appeal or performance bonds; (f) Judgment Liens in existence for less than 60 days after the entry thereof, or with respect to which execution has been bonded, stayed or the payment of which is covered in full by insurance or surety bonds, and which Judgment Liens do not otherwise result in an Event of Default under Section 10.01(g); ​ (g) easements, rights-of-way, zoning restrictions, defects or irregularities in title and other similar encumbrances not, in each case, interfering in any material respect with the value or use of the property to which such Lien is attached; (h) Liens for Taxes, assessments or other governmental charges or levies (excluding any Lien imposed pursuant to the provisions of ERISA or any Canadian Pension Plan) not yet due and payable, or that are being diligently contested in good faith by appropriate proceedings that stays execution and for which adequate reserves in accordance with GAAP shall have been established on its books; (i) Liens arising in the ordinary course of business by virtue of any contractual, statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies covering deposit accounts or securities accounts (including funds or other assets credited thereto) or other funds maintained with a depository institution or securities intermediary, so long as the applicable provisions of Section 8.12 have been complied with in respect of such deposit accounts and securities accounts; ​ (j) any interest or title of a lessor, licensor or sublessor under any lease, license or sublease (and precautionary UCC filings or PPSA registrations with respect thereto) entered into by any such Credit Party or Subsidiary in the ordinary course of its business and covering only the assets so leased, licensed or subleased; ​ (k) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by such Person in connection with any letter of intent or purchase agreement permitted hereunder; ​ (l) Liens of sellers of goods to such Person arising under Article II of the Uniform Commercial Code or similar provisions of Applicable Law in the ordinary course of business, covering only the goods sold or securing only the unpaid original purchase price of such goods fixed assets, as reduced by repayments thereon, and related expenses (z) do not extend to or cover any other Property of the extent such Indebtedness is permitted hereunder; ​ (m) Liens on insurance policies and the proceeds thereof securing the financing of premiums with respect thereto to the extent such financing is permitted under Section 9.01(g); ​ (n) Liens (including the right of set-off) in favor of a bank Borrower or other depository institution arising as a matter of law encumbering deposits so long as the applicable provisions of Sectionany Subsidiary.

Limitation on Liens. Each Credit Party will Borrower shall not, and will shall not permit any of its Subsidiaries to, directly or indirectlyincur, create, incurassume, assume or suffer permit to exist any Lien upon any property of its Property, assets, or assets of any kind (real or personal, tangible or intangible) of any such Person (including its Capital Stock)revenues, whether now owned or hereafter acquired, except for the following (collectively, the “Permitted Liens”): ​except: (a) Liens securing payment in favor of L▇▇▇▇▇▇ or Administrative Agent for the Obligations; ​benefit of L▇▇▇▇▇▇; (b) Liens existing as Encumbrances consisting of minor easements, zoning restrictions, or other restrictions on the use of real property that do not (individually or in the aggregate) materially affect the value of the Closing Date or, on and after assets encumbered thereby or materially impair the Third Amendment Initial Funding Date, the Third Amendment Initial Funding Date and disclosed in Schedule 9.02 securing Indebtedness permitted under Section 9.01(c); provided that no such Lien shall encumber any additional property and the amount ability of Indebtedness secured by such Lien shall not be increased Borrower or its term extended from that Subsidiaries to use such assets in their respective businesses, and none of which is violated in any material respect by existing on the Closing Date or the Third Amendment Initial Funding Date, as applicable (as such Indebtedness may be permanently reduced subsequent to the Closing Datesuch date) except to the extent permitted by Section 9.01(c); ​proposed structures or land use; (c) Liens securing Indebtedness of the type permitted under Section 9.01(b); provided that (i) such Lien is granted within 60 days after such Indebtedness is incurredfor taxes, (ii) the Indebtedness secured thereby does assessments, or other governmental charges which are not exceed the lesser of the cost and the fair market value of the equipment at the time of such acquisition and (iii) such Lien encumbers only the assets acquired with the proceeds of such Indebtedness delinquent or the assets leased or purported to be leased under such Capitalized Leases, as the case may be, and the proceeds thereof; ​ (d) Liens arising by operation of law in favor of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for amounts not yet overdue or which are being diligently contested in good faith by appropriate proceedings that stay execution of such Lien and for which adequate reserves in accordance with GAAP shall have been established on its booksestablished; (d) Liens of mechanics, materialmen, warehousemen, carriers, or other similar statutory Liens securing obligations that are not yet due and are incurred in the ordinary course of business, or are being dealt with by Borrower in accordance with Section 7.14; (e) Liens incurred or resulting from good faith deposits made in the ordinary course to secure payments of business in connection with workerworkmen’s compensation, unemployment insurance compensation or other forms of governmental insurance or ​ ​ benefits, social security programs (other than Liens imposed by ERISA) or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases or other similar obligations contracts (other than for borrowed money) entered into payment of Debt), or leases made in the ordinary course of business or to secure obligations on surety, appeal or performance bondsbusiness; (f) Judgment Purchase money Liens in existence for less than 60 days after the entry thereofon specific personal property (not real property) to secure Debt used to acquire such personal property, or and Liens securing Capitalized Lease Obligations with respect to which execution has been bonded, stayed or the payment of which is covered in full by insurance or surety bonds, and which Judgment Liens do not otherwise result in an Event of Default under Section 10.01(g); ​specific leased property; (g) easements, rights-of-way, zoning restrictions, defects or irregularities in title Liens securing Profit and other similar encumbrances not, in each case, interfering in any material respect with the value or use of the property to which such Lien is attachedParticipation Agreements; (h) Liens for Taxes, assessments or other governmental charges or levies (excluding securing any Lien imposed pursuant to the provisions of ERISA or any Canadian Pension Plan) not yet due and payable, or that are being diligently contested in good faith by appropriate proceedings that stays execution and for which adequate reserves in accordance with GAAP shall have been established on its booksMortgage Repurchase Facility Debt; (i) Liens arising in the ordinary course of business by virtue of any contractual, statutory or common law provision relating to banker’s Permitted Acquisition Liens, rights of set-off or similar rights and remedies covering deposit accounts or securities accounts (including funds or other assets credited thereto) or other funds maintained with a depository institution or securities intermediary, so long as the applicable provisions of Section 8.12 have been complied with in respect of such deposit accounts and securities accounts; ​and (j) subsequent decrease in Borrower’s Tangible Net Worth, then the continued existence of such Lien following such decrease in Borrower’s Tangible Net Worth shall not constitute a breach or violation of this clause (j), but the Borrower and its Subsidiaries shall not be entitled to incur any interest or title of a lessor, licensor or sublessor additional Liens under any lease, license or sublease this clause (and precautionary UCC filings or PPSA registrations with respect theretoj) entered into by any until such Credit Party or Subsidiary in time as such new Liens would be permitted to be incurred pursuant to the ordinary course of its business and covering only the assets so leased, licensed or subleased; ​ (k) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by such Person in connection with any letter of intent or purchase agreement permitted hereunder; ​ (l) Liens of sellers of goods to such Person arising under Article II of the Uniform Commercial Code or similar foregoing provisions of Applicable Law in the ordinary course of business, covering only the goods sold or securing only the unpaid purchase price of such goods and related expenses to the extent such Indebtedness is permitted hereunder; ​ this clause (m) Liens on insurance policies and the proceeds thereof securing the financing of premiums with respect thereto to the extent such financing is permitted under Section 9.01(gj); ​ (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits so long as the applicable provisions of Section.

Limitation on Liens. Each Credit Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, createCreate, incur, assume or suffer to exist any Lien upon any property of its property, assets or assets of any kind (real or personal, tangible or intangible) of any such Person (including its Capital Stock)revenues, whether now owned or hereafter acquired, except for the following (collectively, the “Permitted Liens”): ​for: (a) Liens securing payment for taxes which are not yet due or which are being contested in good faith by appropriate proceedings or with respect to which the failure to pay could not reasonably be expected to have a Material Adverse Effect, provided that adequate reserves with respect thereto are maintained on the books of the Obligations; ​ (b) Liens existing as of the Closing Date or, on and after the Third Amendment Initial Funding Date, the Third Amendment Initial Funding Date and disclosed in Schedule 9.02 securing Indebtedness permitted under Section 9.01(c); provided that no such Lien shall encumber any additional property and the amount of Indebtedness secured by such Lien shall not be increased Borrower or its term extended from that existing on the Closing Date or the Third Amendment Initial Funding Date, as applicable (as such Indebtedness may be permanently reduced subsequent to the Closing Datesuch date) except to the extent permitted by Section 9.01(c); ​ (c) Liens securing Indebtedness of the type permitted under Section 9.01(b); provided that (i) such Lien is granted within 60 days after such Indebtedness is incurred, (ii) the Indebtedness secured thereby does not exceed the lesser of the cost and the fair market value of the equipment at the time of such acquisition and (iii) such Lien encumbers only the assets acquired with the proceeds of such Indebtedness or the assets leased or purported to be leased under such Capitalized LeasesSubsidiaries, as the case may be, in conformity with GAAP; (b) carriers' warehousemen's, mechanics' materialmen's, repairmen's, supplier's, or other Liens arising in the ordinary course of business which are not overdue for a period of more than 60 days or which are being contested in good faith by appropriate proceedings; (c) pledges or deposits in connection with workers' compensation, unemployment insurance and the proceeds thereof; ​other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (d) Liens arising by operation deposits to secure the performance of law in favor bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of carriers, warehousemen, mechanics, materialmen and landlords a like nature incurred in the ordinary course of business for amounts not yet overdue or being diligently contested in good faith by appropriate proceedings that stay execution of such Lien and for which adequate reserves in accordance with GAAP shall have been established on its booksbusiness; (e) Liens incurred or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other forms of governmental insurance or ​ ​ benefits, or to secure performance of tenders, statutory obligations, bids, leases or other similar obligations (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety, appeal or performance bonds; (f) Judgment Liens in existence for less than 60 days after the entry thereof, or with respect to which execution has been bonded, stayed or the payment of which is covered in full by insurance or surety bonds, and which Judgment Liens do not otherwise result in an Event of Default under Section 10.01(g); ​ (g) easements, rights-of-way, zoning restrictions, defects or irregularities in title restrictions and other similar encumbrances notincurred in the ordinary course of business which, in each casethe aggregate, interfering are not substantial in amount and which do not in any material respect with case materially detract from the value or use of the property to which subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or such Subsidiary; (f) Liens in existence on the date hereof listed on Schedule 7.3, securing Indebtedness permitted by subsection 7.2(d), provided that no such Lien is attachedspread to cover any additional property after the Closing Date and that the amount of Indebtedness secured thereby is not increased; (g) Liens securing Indebtedness of the Borrower and its Subsidiaries permitted by subsection 7.2(c) incurred to finance or refinance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition or refinancing of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed or refinanced by such Indebtedness, (iii) the amount of Indebtedness secured thereby is not increased and (iv) the principal amount of Indebtedness secured by any such Lien shall at no time exceed the aggregate purchase price of such property at the time it was acquired; (h) Liens for Taxessecuring Indebtedness permitted by subsections 7.2(e) and (r) on the property or assets of a corporation which becomes a Subsidiary after the date hereof, assessments on property or other governmental charges assets acquired by any Subsidiary after the date hereof, on assets acquired as permitted by subsection 7.10(g) and on assets previously the subject of leases referred to in subsection 7.2(r), provided that (i) such Liens existed at the time such corporation became a Subsidiary or levies such property or assets were acquired, as the case may be, and were not created in anticipation thereof or, as the case may be, are created at the time such Indebtedness is assumed or created, (excluding ii) no such Lien is spread to cover any Lien imposed pursuant to additional property or assets, and (iii) the provisions amount of ERISA or any Canadian Pension Plan) Indebtedness secured thereby is not yet due and payable, or that are being diligently contested in good faith by appropriate proceedings that stays execution and for which adequate reserves in accordance with GAAP shall have been established on its booksincreased; (i) Liens of landlords or of mortgagees of landlords arising in the ordinary course solely by operation of business by virtue of any contractuallaw, statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies covering deposit accounts or securities accounts (including funds or other assets credited thereto) or other funds maintained with a depository institution or securities intermediary, so long as the applicable provisions of Section 8.12 have been complied with in respect of such deposit accounts and securities accounts; ​ (j) any interest or title of a lessor, licensor or sublessor under any lease, license or sublease (and precautionary UCC filings or PPSA registrations with respect thereto) entered into by any such Credit Party or Subsidiary in the ordinary course of its business and covering only the assets so leased, licensed or subleased; ​ (k) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by such Person in connection with any letter of intent or purchase agreement permitted hereunder; ​ (l) Liens of sellers of goods to such Person arising under Article II of the Uniform Commercial Code or similar provisions of Applicable Law fixtures located on premises leased in the ordinary course of business, covering provided that the rental payments secured thereby are not yet due; (j) Any attachment, judgment or similar Lien, unless the writ or judgment or other process it secures shall not, within 60 days after the entry thereof, have been discharged or execution thereof stayed pending appeal, or shall not have been discharged within 60 days after the expiration of any such stay; (k) Liens on the property or assets of the Insurance Subsidiary securing the payment of claims in the aggregate amount of not more than $75,000,000; (l) Liens securing Account Receivable Indebtedness of the Borrower and its Subsidiaries permitted by subsection 7.2(u); provided that such Liens attach only to the goods sold or securing only accounts receivable that are the unpaid purchase price subject of such goods Indebtedness and related expenses to the extent such Indebtedness is permitted hereunderstock of the Receivables SPV; ​and (m) Liens securing Permitted Specified Additional Debt or Outstanding Permitted Line of Credit Indebtedness, as the case may be, provided that pari passu Liens on insurance policies the assets subject thereto are also created to secure the obligations and liabilities of the Loan Parties hereunder and under the other Loan Documents, that the Permitted Specified Additional Debt or Outstanding Permitted Line of Credit Indebtedness as the case may be, is secured equally and ratably with the Indebtedness and other obligations and liabilities of the Loan Parties under this Agreement and the proceeds thereof securing the financing of premiums with respect thereto to the extent such financing is permitted under Section 9.01(g); ​ (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits so long as the applicable provisions of SectionLoan Documents.

Limitation on Liens. Each Credit Party The Guarantor will not, and will not permit any of its Principal Subsidiaries to, directly or indirectly, (other than Listed Principal Subsidiaries) to create, incur, assume or suffer permit to exist any Lien upon any of its property or assets of any kind (real or personalassets, tangible or intangible) of any such Person (including its Capital Stock), whether now owned or hereafter acquired, except to secure any Indebtedness of the Guarantor or such Principal Subsidiary (or any guarantee or indemnity in respect thereof) without, in any such case, making effective provision whereby the Guarantee will be secured either at least equally and ratably with such Indebtedness or by such other Lien as shall have been approved by the Holders of not less than a Majority in aggregate principal amount of the Notes at the time Outstanding pursuant to the procedures set forth in Article 7 herein, for the following (collectivelyso long as such Indebtedness will be so secured, unless, after giving effect thereto, the “Permitted Liens”): ​aggregate outstanding principal amount of all such secured Indebtedness (excluding that of Listed Principal Subsidiaries and their respective Subsidiaries) entered into after the date hereof would not exceed 50% of the Guarantor's Adjusted Consolidated Net Worth. The foregoing restriction will not apply to: (a) Liens securing payment of existing on or prior to the Obligations; ​date hereof; (b) Liens existing as of the Closing Date or, on and after the Third Amendment Initial Funding Date, the Third Amendment Initial Funding Date and disclosed in Schedule 9.02 securing Indebtedness permitted under Section 9.01(c); provided that no such Lien shall encumber any additional property and the amount of Indebtedness secured by such Lien shall not be increased for taxes or its term extended from that existing on the Closing Date assessments or the Third Amendment Initial Funding Date, as other applicable (as such Indebtedness may be permanently reduced subsequent to the Closing Datesuch date) except to the extent permitted by Section 9.01(c); ​governmental charges or levies; (c) Liens securing Indebtedness of the type permitted under Section 9.01(b); provided that (i) such Lien is granted within 60 days after such Indebtedness is incurred, (ii) the Indebtedness secured thereby does not exceed the lesser of the cost and the fair market value of the equipment at the time of such acquisition and (iii) such Lien encumbers only the assets acquired with the proceeds of such Indebtedness created or the assets leased or purported to be leased under such Capitalized Leases, as the case may be, and the proceeds thereof; ​ (d) Liens arising by operation of law or created in favor the ordinary course of business, including, but not limited to, landlords' liens and statutory liens of carriers, warehousemen, mechanics, materialmen materialmen, vendors and landlords incurred in the ordinary course of business for other liens securing amounts which are not yet more than 60 days overdue or which are being diligently contested in good faith by appropriate proceedings that stay execution of such Lien and for which adequate reserves in accordance with GAAP shall have been established on its booksfaith; (ed) Liens incurred or deposits made in the ordinary course of business in connection with worker’s workers' compensation, unemployment insurance or and other forms types of governmental insurance or ​ ​ benefits, social security or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases leases, government contracts or undertakings, performance and return of money bonds, interconnection, access or resale agreements with other telecommunications companies or organizations, and similar obligations (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety, appeal or performance bondsobligations; (f) Judgment Liens in existence for less than 60 days after the entry thereof, or with respect to which execution has been bonded, stayed or the payment of which is covered in full by insurance or surety bonds, and which Judgment Liens do not otherwise result in an Event of Default under Section 10.01(g); ​ (ge) easements, rights-of-way, zoning restrictions, defects or irregularities in title and similar restrictions and other similar charges or encumbrances not, in each case, not interfering in any material respect with the value or use ordinary conduct of the business of the Guarantor and such Principal Subsidiaries; (f) Liens created on any property to which or assets acquired, leased or developed (including improved, constructed, altered or repaired) after the date hereof; provided, however, that (i) any such Lien is attachedshall be confined to the property or assets acquired, leased or developed (including improved, constructed, altered or repaired); (ii) the principal amount of the debt encumbered by such Lien shall not exceed the cost of the acquisition or development of such property or assets or any improvements thereto (including any construction, repair or alteration) or thereon and (iii) any such Lien shall be created concurrently with or within three years following the acquisition, lease or development (including construction, improvement, repair or alteration) of such property or assets; (g) rights of set off of a financial institution with respect to deposits or other accounts of the Guarantor or such Principal Subsidiary held by such financial institution in an amount not to exceed the aggregate amount owed to such financial institution by the Guarantor or such Principal Subsidiary, as the case may be; (h) Liens for Taxeson documents and the goods they represent in connection with letters of credit, assessments or other governmental charges or levies (excluding any Lien imposed pursuant to trade finance and similar transactions entered into in the provisions ordinary course of ERISA or any Canadian Pension Plan) not yet due and payable, or that are being diligently contested in good faith by appropriate proceedings that stays execution and for which adequate reserves in accordance with GAAP shall have been established on its booksbusiness; (i) Liens arising in the ordinary course of business by virtue of any contractualconnection with industrial revenue, statutory or common law provision relating to banker’s Liens, rights of set-off development or similar rights and remedies covering deposit accounts or securities accounts (including funds bonds or other assets credited thereto) indebtedness or other funds maintained with a depository institution or securities intermediary, so long as means of project financing (not to exceed the applicable provisions value of Section 8.12 have been complied with in respect of such deposit accounts the project financed and securities accounts; ​limited to the project financed); (j) Liens in favor of the Guarantor or any interest or title of a lessor, licensor or sublessor under any lease, license or sublease (and precautionary UCC filings or PPSA registrations with respect thereto) entered into by any such Credit Party or Subsidiary in the ordinary course of its business and covering only the assets so leased, licensed or subleased; ​Principal Subsidiary; (k) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by such Person in connection with any letter of intent or purchase agreement permitted hereunder; ​ (l) Liens of sellers of goods leases, subleases, licenses and sublicenses granted to such Person arising under Article II of the Uniform Commercial Code or similar provisions of Applicable Law third parties in the ordinary course of business, covering only the goods sold or securing only the unpaid purchase price of such goods and related expenses to the extent such Indebtedness is permitted hereunder; ​; (m1) attachment, judgment and other similar Liens on insurance policies and arising in connection with court proceedings which are effectively stayed while the proceeds thereof securing the financing of premiums with respect thereto to the extent such financing is permitted under Section 9.01(g); ​ (n) Liens (including the right of set-off) underlying claims are being contested in favor of a bank or other depository institution arising as a matter of law encumbering deposits so long as the applicable provisions of Sectiongood faith by appropriate proceedings;

Limitation on Liens. Each Credit Party will The Borrower shall not, and will shall not suffer or permit any of its Subsidiaries Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or 101250789 with respect to any property or assets part of any kind (real or personal, tangible or intangible) of any such Person (including its Capital Stock)property, whether now owned or hereafter acquired, except for other than the following (collectively, the “Permitted Liens”): ​): (a) Liens securing payment any Lien set forth in Schedule 7.02, and any extension, renewal or replacement of any such Lien so long as (i) the aggregate principal amount of obligations secured by any renewal, extension or replacement Lien permitted by this clause (a) does not exceed the aggregate outstanding principal amount of the Obligations; ​obligations secured by the Lien being replaced at the time of such renewal, extension or replacement (plus transaction costs, including premiums and fees, related thereto), and (ii) each replacement Lien is limited to substantially the same property that secured the Lien so replaced; (b) Liens existing as imposed by law for taxes, assessments or charges of the Closing Date or, on any Governmental Authority for claims not yet due or which are being contested in good faith by appropriate proceedings diligently pursued and after the Third Amendment Initial Funding Date, the Third Amendment Initial Funding Date and disclosed with respect to which adequate reserves or other appropriate provisions are being maintained in Schedule 9.02 securing Indebtedness permitted under Section 9.01(c); provided that no such Lien shall encumber any additional property and the amount of Indebtedness secured by such Lien shall not be increased or its term extended from that existing on the Closing Date or the Third Amendment Initial Funding Date, as applicable (as such Indebtedness may be permanently reduced subsequent to the Closing Datesuch date) except to the extent permitted by Section 9.01(c); ​accordance with GAAP; (c) statutory Liens securing Indebtedness of the type permitted under Section 9.01(b); provided that (i) such Lien is granted within 60 days after such Indebtedness is incurred, (ii) the Indebtedness secured thereby does not exceed the lesser of the cost landlords and the fair market value of the equipment at the time of such acquisition and (iii) such Lien encumbers only the assets acquired with the proceeds of such Indebtedness or the assets leased or purported to be leased under such Capitalized Leases, as the case may be, and the proceeds thereof; ​ (d) Liens arising by operation of law in favor of carriers, warehousemen, mechanics, materialmen and landlords incurred other Liens imposed by law or created in the ordinary course of business and in existence less than 120 days from the date of creation thereof for amounts not yet overdue due or which are being diligently contested in good faith by appropriate proceedings that stay execution of such Lien and for with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP shall have been established on its booksGAAP; (ed) Liens incurred (other than any Lien imposed by ERISA) consisting of pledges or deposits made required in the ordinary course of business in connection with worker’s workers’ compensation, unemployment insurance and other social security legislation; (e) Liens on the property of the Borrower or other forms of governmental insurance or ​ ​ benefits, or to secure any Subsidiary securing (i) the non-delinquent performance of tenders, statutory obligations, bids, leases or other similar obligations trade contracts (other than for borrowed money), leases and statutory obligations, (ii) entered into surety bonds (excluding appeal bonds and other bonds posted in connection with court proceedings or judgments) and (iii) other non-delinquent obligations of a like nature in each case incurred in the ordinary course of business or to secure obligations on suretybusiness, appeal or performance bondsprovided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (f) Judgment Liens consisting of judgment or judicial attachment liens and liens securing contingent obligations on appeal bonds and other bonds posted in connection with court proceedings or judgments, provided that (i) in the case of judgment and judicial attachment liens, the enforcement of such Liens is effectively stayed and (ii) all such Liens in existence the aggregate at any time outstanding for less than 60 days after the entry thereof, or with respect to which execution has been bonded, stayed or the payment of which is covered in full by insurance or surety bonds, Borrower and which Judgment Liens its Subsidiaries do not otherwise result in an Event of Default under Section 10.01(g); ​exceed $100,000,000; (g) easements, rights-of-way, zoning restrictions, defects or irregularities in title restrictions and other similar encumbrances notincurred in the ordinary course of business which, individually or in each casethe aggregate, interfering in any material respect with do not materially detract from the value or use of the property to which such Lien is attachedsubject thereto or materially interfere with the ordinary conduct of the businesses of the Borrower and its Subsidiaries; (h) Liens for Taxes, assessments or other governmental charges or levies (excluding any Lien imposed pursuant to the provisions of ERISA or any Canadian Pension Plan) not yet due and payable, or that are being diligently contested in good faith by appropriate proceedings that stays execution and for which adequate reserves in accordance with GAAP shall have been established on its books; (i) Liens arising in the ordinary course of business solely by virtue of any contractual, statutory or common law provision relating to banker’s Liensliens, rights of set-off or similar rights and remedies covering as to deposit accounts or securities accounts (including funds or other assets credited thereto) or other funds maintained with a creditor depository institution institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Borrower or securities intermediaryany Subsidiary to provide collateral to the depository institution; (i) Liens on the rights of the Borrower or any Subsidiary in bonds issued in connection with revenue bond financings in favor of any issuer of a letter of credit used to provide security for the payment of such bonds; and (j) other Liens, in addition to those permitted by clauses (a) through (i), securing Indebtedness and other obligations, so long as the applicable provisions aggregate outstanding amount of Section 8.12 have been complied with in respect Priority Indebtedness at any time does not exceed 15% of such deposit accounts and securities accounts; ​ (j) any interest or title of a lessor, licensor or sublessor under any lease, license or sublease (and precautionary UCC filings or PPSA registrations with respect thereto) entered into by any such Credit Party or Subsidiary in the ordinary course of its business and covering only the assets so leased, licensed or subleased; ​ (k) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by such Person in connection with any letter of intent or purchase agreement permitted hereunder; ​ (l) Liens of sellers of goods to such Person arising under Article II of the Uniform Commercial Code or similar provisions of Applicable Law in the ordinary course of business, covering only the goods sold or securing only the unpaid purchase price of such goods and related expenses to the extent such Indebtedness is permitted hereunder; ​ (m) Liens on insurance policies and the proceeds thereof securing the financing of premiums with respect thereto to the extent such financing is permitted under Section 9.01(g); ​ (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits so long as the applicable provisions of SectionConsolidated Tangible Assets.

Limitation on Liens. Each Credit Party will not, and will not Create or permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien upon on any property or assets of any kind Financed Assets (real or personal, tangible or intangible) of any such Person (including its Capital Stock), whether now owned or hereafter acquired), except for the following (collectively, the “Permitted Liens”): ​): (a) Liens securing payment of the Obligations; ​described on Schedule 6.1 attached hereto; (b) Liens existing as of the Closing Date or, on and after the Third Amendment Initial Funding Date, the Third Amendment Initial Funding Date and disclosed in Schedule 9.02 securing Indebtedness permitted under Section 9.01(c); provided that no such Lien shall encumber any additional property and the amount of Indebtedness secured by such Lien shall for taxes or other governmental charges not be increased or its term extended from that existing on the Closing Date or the Third Amendment Initial Funding Date, as applicable (as such Indebtedness may be permanently reduced subsequent to the Closing Datesuch date) except to the extent permitted by Section 9.01(c); ​ (c) Liens securing Indebtedness of the type permitted under Section 9.01(b); provided that (i) such Lien is granted within 60 days after such Indebtedness is incurred, (ii) the Indebtedness secured thereby does not exceed the lesser of the cost and the fair market value of the equipment at the time of such acquisition and (iii) such Lien encumbers only the assets acquired with the proceeds of such Indebtedness delinquent or the assets leased or purported to be leased under such Capitalized Leases, as the case may be, and the proceeds thereof; ​ (d) Liens arising by operation of law in favor of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for amounts not yet overdue thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings that stay execution of such Lien and for which adequate reserves in accordance with GAAP shall have been established on its books; (e) Liens incurred or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other forms of governmental insurance or ​ ​ benefits, or to secure performance of tenders, statutory obligations, bids, leases or other similar obligations (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety, appeal or performance bonds; (f) Judgment Liens in existence for less than 60 days after the entry thereof, or with respect to which execution has been bonded, stayed or the payment of which is covered in full by insurance or surety bonds, and which Judgment Liens do not otherwise result in an Event of Default under Section 10.01(g); ​ (g) easements, rights-of-way, zoning restrictions, defects or irregularities in title and other similar encumbrances notand, in each case, interfering in any material respect with the value or use of the property to for which such Lien is attachedBorrower maintains adequate reserves; (h) Liens for Taxes, assessments or other governmental charges or levies (excluding any Lien imposed pursuant to the provisions of ERISA or any Canadian Pension Plan) not yet due and payable, or that are being diligently contested in good faith by appropriate proceedings that stays execution and for which adequate reserves in accordance with GAAP shall have been established on its books; (ic) Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by virtue law and (ii) Liens in the form of deposits or pledges incurred in connection with worker’s compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or being contested in good faith by appropriate proceedings and not involving any contractualadvances or borrowed money or the deferred purchase price of property or services and, statutory in each case, for which it maintains adequate reserves; (i) Liens arising in connection with Capital Leases (and attaching only to the property being leased), (ii) Liens existing on property at the time of the acquisition thereof by Borrower (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or common law provision relating any part of the cost of acquiring such property, provided that any such Lien attaches to banker’s such property within 20 days of the acquisition thereof and attaches solely to the property so acquired; (e) Attachments, appeal bonds, nonappealable judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings; (f) Easements, rights of set-off way, restrictions, minor defects or irregularities in title and other similar rights and remedies covering deposit accounts or securities accounts (including funds or other assets credited thereto) or other funds maintained Liens not interfering in any material respect with a depository institution or securities intermediary, so long as the applicable provisions ordinary conduct of Section 8.12 have been complied with in respect the business of such deposit accounts and securities accountsBorrower; ​and (j) any interest or title of a lessor, licensor or sublessor under any lease, license or sublease (and precautionary UCC filings or PPSA registrations with respect thereto) entered into by any such Credit Party or Subsidiary in the ordinary course of its business and covering only the assets so leased, licensed or subleased; ​ (kg) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by such Person in connection with any letter of intent or purchase agreement permitted hereunder; ​ (l) Liens of sellers of goods to such Person arising under Article II of the Uniform Commercial Code or similar provisions of Applicable Law in the ordinary course of business, covering only the goods sold or securing only the unpaid purchase price of such goods and related expenses to the extent such Indebtedness is permitted hereunder; ​ (m) Liens on insurance policies and the proceeds thereof securing the financing of premiums with respect thereto to the extent such financing is permitted under Section 9.01(g); ​ (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits so long as the applicable provisions of SectionCollateral Documents.

Limitation on Liens. Each Credit Party The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any such Person (including its Capital Stock)Subsidiary, whether now owned or hereafter acquired, except for the following (collectivelythat secures obligations under any Indebtedness, the “Permitted Liens”): ​except: (a) Liens securing payment of the Obligations; ​[reserved]; (b) [reserved]; (c) Permitted Liens; (d) Liens existing as securing (i) Indebtedness permitted pursuant to Sections 10.1(c) and (ii) Indebtedness (including Indebtedness arising under Capital Leases and purchase money indebtedness) of the Closing Date orBorrower which Indebtedness is incurred within one year of the acquisition, on and after purchase, lease, construction, repair, replacement, expansion or improvement of fixed or capital assets to finance the Third Amendment Initial Funding Dateacquisition, purchase, lease, construction, repair, replacement, expansion or improvement of such fixed or capital assets (whether through the Third Amendment Initial Funding Date and disclosed in Schedule 9.02 securing Indebtedness permitted under Section 9.01(cdirect purchase of assets or the Stock of any Person owning such assets); provided provided, that no such Lien shall encumber any additional property and the aggregate amount of Indebtedness secured by such Lien L▇▇▇▇ described in subclause (ii) above, together with the aggregate amount of Indebtedness outstanding that is incurred pursuant to Section 10.1(c)(iii) shall not be increased or its term extended from that existing on exceed the Closing Date or greater of $500,000,000 and 1% of Consolidated Total Assets for the Third Amendment Initial Funding Datemost recent Test Period for which Section 9.1 Financials have been delivered; provided, as applicable (as such Indebtedness may be permanently reduced subsequent further, with respect to the Closing Datesuch date) except to the extent permitted by Section 9.01(c); ​ (c) Liens securing Indebtedness of the type permitted under Section 9.01(b); provided that subclauses (i) such Lien is granted within 60 days after such Indebtedness is incurred, and (ii) the Indebtedness secured thereby does not exceed the lesser of the cost and the fair market value of the equipment at the time of such acquisition and above, (iiix) such Lien encumbers Liens attach at all times only to the assets acquired so financed except for accessions to the property financed with the proceeds of such Indebtedness and the proceeds and the products thereof and (y) that individual financings of assets provided by one lender may be cross collateralized to other financings of assets provided by such lender; (e) Liens existing on the Closing Date and, in the case of any Liens securing obligations of an aggregate principal amount in excess of $25,000,000 (excluding Liens on any Indebtedness described in Section 10.1(c)), listed on Schedule 10.2 and, in each case, any modifications, replacements, renewals, refinancings, or extensions thereof; (f) the replacement, extension or renewal of any Lien permitted by clauses (d) and (e) of this Section 10.2 upon or in the same assets theretofore subject to such Lien (or upon or in after-acquired property that is affixed or incorporated into the property covered by such Lien) or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor except to the extent otherwise not prohibited hereunder) of the Indebtedness secured thereby; (g) Liens existing on assets leased of any Person that becomes a Subsidiary (or purported is a Subsidiary that survives a merger with such Person), or existing on assets acquired, pursuant to an acquisition or Investment not prohibited hereby to the extent the Liens on such assets secure Indebtedness permitted by Section 10.1(e) or other obligations not prohibited by this Agreement; provided, however, that such Liens may not extend to any other property or other assets owned by any other Subsidiaries (other than any replacements of such assets and additions and accessions thereto, the proceeds or products thereof and other than after-acquired property subject to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are not prohibited under this Agreement 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 secure only the same Indebtedness or obligations that such Liens secured, immediately prior to such acquisition or Investment not prohibited hereby and any modification, replacement, refinancing, refunding, renewal or extension thereof permitted by Section 10.1(e); (h) [reserved]; (i) [reserved]; (j) Liens securing Indebtedness or other Obligations of a Subsidiary to the Borrower or another Subsidiary; (k) Liens (a) of a collection bank arising under applicable law, including Section 4-210 of the UCC, or any comparable or successor provision, on items in the course of collection; (b) attaching to pooling, commodity or securities trading accounts or other commodity or securities brokerage accounts incurred in the ordinary course of business; or (c) in favor of a banking or other financial institution or entity, or electronic payment service provider, arising as a matter of law or under customary terms and conditions encumbering deposits or other funds maintained with a financial institution (including the right of setoff) and which are within the general parameters customary in the banking or finance industry or arising pursuant to such banking or financial institution’s general terms and conditions (including Liens in favor of deposit banks or securities intermediaries securing customary fees, expenses or charges in connection with the establishment, operation or maintenance of deposit accounts or securities accounts); (l) Liens (a) on cash advances or escrow deposits in favor of the seller of any property to be leased acquired in an Investment 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 not prohibited under this Agreement (including any letter of intent or purchase agreement with respect to such Capitalized LeasesInvestment or disposition), and (b) consisting of an agreement to dispose of any property in a disposition not prohibited under this Agreement, in each case, solely to the extent such Investment or disposition, as the case may be, and would have been permitted on the proceeds thereof; ​date of the creation of such Lien; (dm) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods entered into by operation the Borrower or any of law its Subsidiaries in favor the ordinary course of carriers, warehousemen, mechanics, materialmen business; (n) Liens encumbering reasonable customary initial deposits and landlords margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for amounts not yet overdue or being diligently contested in good faith by appropriate proceedings that stay execution of such Lien and for which adequate reserves in accordance with GAAP shall have been established on its booksspeculative purposes; (eo) Liens that are contractual rights of setoff, banker’s lien, netting agreements and other Liens (i) relating to deposit accounts, securities accounts, cash management arrangements or in connection with the issuance of Indebtedness, including letters of credit, bank guarantees or other similar instruments, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred or deposits made in the ordinary course of business of the Borrower and the Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Subsidiary in connection with worker’s compensation, unemployment insurance the ordinary course of business; (p) [reserved]; (i) deposits made or other forms of governmental insurance or ​ ​ benefits, or to secure performance of tenders, statutory obligations, bids, leases or other similar obligations (other than for borrowed money) entered into security provided in the ordinary course of business or to secure obligations on surety, appeal or performance bonds; liability to insurance carriers and (f) Judgment Liens in existence for less than 60 days after the entry thereof, or with respect to which execution has been bonded, stayed or the payment of which is covered in full by insurance or surety bonds, and which Judgment Liens do not otherwise result in an Event of Default under Section 10.01(g); ​ (g) easements, rights-of-way, zoning restrictions, defects or irregularities in title and other similar encumbrances not, in each case, interfering in any material respect with the value or use of the property to which such Lien is attached; (h) Liens for Taxes, assessments or other governmental charges or levies (excluding any Lien imposed pursuant to the provisions of ERISA or any Canadian Pension Plan) not yet due and payable, or that are being diligently contested in good faith by appropriate proceedings that stays execution and for which adequate reserves in accordance with GAAP shall have been established on its books; (i) Liens arising in the ordinary course of business by virtue of any contractual, statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies covering deposit accounts or securities accounts (including funds or other assets credited thereto) or other funds maintained with a depository institution or securities intermediary, so long as the applicable provisions of Section 8.12 have been complied with in respect of such deposit accounts and securities accounts; ​ (j) any interest or title of a lessor, licensor or sublessor under any lease, license or sublease (and precautionary UCC filings or PPSA registrations with respect thereto) entered into by any such Credit Party or Subsidiary in the ordinary course of its business and covering only the assets so leased, licensed or subleased; ​ (k) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by such Person in connection with any letter of intent or purchase agreement permitted hereunder; ​ (l) Liens of sellers of goods to such Person arising under Article II of the Uniform Commercial Code or similar provisions of Applicable Law in the ordinary course of business, covering only the goods sold or securing only the unpaid purchase price of such goods and related expenses to the extent such Indebtedness is permitted hereunder; ​ (mii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto to the extent such financing is permitted under Section 9.01(g); ​thereto; (nr) additional Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits so long as the applicable provisions aggregate principal amount of Sectionthe obligations secured thereby at any time outstanding, together with (without duplication) the aggregate principal amount of Indebtedness incurred pursuant to Section 10.1(f), does not exceed the greater of (i) $4,929,000,000 and (ii) 15% of Consolidated Net Tangible Assets for the most recent Test Period for which Section 9.1 Financials have been delivered; and (s) Liens to secure Indebtedness permitted to be incurred pursuant to Section 10.1.

Limitation on Liens. Each Credit Party will The Borrower shall not, and will shall not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any property of its property, assets or assets of any kind (real or personal, tangible or intangible) of any such Person (including its Capital Stock)revenues, whether now owned or hereafter acquired, except for the following (collectively, the “Permitted Liens”): ​for: (a) Liens securing payment created hereunder or under any of the Obligations; ​other Loan Documents; (b) Liens existing as any Lien on any property of the Closing Date or, on and after the Third Amendment Initial Funding Date, the Third Amendment Initial Funding Date and disclosed in Schedule 9.02 securing Indebtedness permitted under Section 9.01(c); provided that no such Lien shall encumber Borrower or any additional property and the amount of Indebtedness secured by such Lien shall not be increased or its term extended from that Restricted Subsidiary existing on the Closing Date and set forth in Schedule 6.3 and any modifications, replacements, renewals or the Third Amendment Initial Funding Date, as applicable (as such Indebtedness may be permanently reduced subsequent to the Closing Datesuch date) except to the extent permitted by Section 9.01(c); ​ (c) Liens securing Indebtedness of the type permitted under Section 9.01(b)extensions thereof; provided that (i) such Lien shall not apply to any other property of the Borrower or any Restricted Subsidiary other than (A) improvements and after-acquired property that is granted within 60 days after affixed or incorporated into the property covered by such Lien or financed by Indebtedness is incurredpermitted under Section 6.2, and (B) proceeds and products thereof, and (ii) such Lien shall secure only those obligations which it secures on the Closing Date and any Permitted Refinancing Indebtedness secured thereby does not exceed the lesser in respect thereof; Table of Contents (c) rights of setoff and similar arrangements and Liens in respect of Cash Management Obligations and in favor of depository and securities intermediaries to secure obligations owed in respect of card obligations or any overdraft and related liabilities arising from treasury, depository and cash management services or any automated clearing house transfers of funds and fees and similar amounts related to bank accounts or securities accounts (including Liens securing letters of credit, bank guarantees or similar instruments supporting any of the cost and the fair market value of the equipment at the time of such acquisition and (iii) such Lien encumbers only the assets acquired with the proceeds of such Indebtedness or the assets leased or purported to be leased under such Capitalized Leases, as the case may be, and the proceeds thereof; ​foregoing); (d) Liens arising on assets of a Restricted Subsidiary which is not a Loan Party securing Indebtedness of such Restricted Subsidiary permitted by Section 6.2; (e) Liens (i) on “▇▇▇▇▇▇▇ money” or similar deposits or other cash advances in connection with acquisitions permitted by Section 6.7 or (ii) consisting of an agreement to dispose of any property in an Asset Disposition permitted under Section 6.5, including customary rights and restrictions contained in such agreements; (f) Liens for taxes, assessments, fees and other charges of any Governmental Authority that are not yet delinquent or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Borrower or a Restricted Subsidiary, as applicable, in conformity with GAAP; (g) Liens created by operation of law in favor not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers’, warehousemen’s, mechanics’, materialmen materialmen’s, repairmen’s, landlords’, shippers’, laborers’ or other like Liens arising in the ordinary course of business which are not overdue for a period of more than forty-five (45) days and, if overdue, for which adequate reserves have been posted under GAAP; (h) pledges or deposits in connection with payroll taxes, workers’ compensation, unemployment insurance and landlords other social security legislation; (i) pledges or deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory or regulatory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business for amounts not yet overdue or being diligently contested in good faith by appropriate proceedings that stay execution of such Lien and for which adequate reserves in accordance with GAAP shall have been established on its booksbusiness; (ej) Liens incurred created by or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance resulting from litigation or other forms of governmental insurance or ​ ​ benefits, or to secure performance of tenders, statutory obligations, bids, leases or other similar obligations (other than for borrowed money) entered into legal proceedings in the ordinary course of business or to secure obligations on suretyin respect of judgments, appeal decrees, attachments or performance bonds; (f) Judgment Liens awards that, in existence for less than 60 days after the entry thereofeach case, or with respect to which execution has been bonded, stayed or the payment of which is covered in full by insurance or surety bonds, and which Judgment Liens do not otherwise result in constitute an Event of Default under Section 10.01(g7.1(i); ​; (gk) easements, rights-of-way, zoning restrictions, defects or irregularities in title zoning and other similar encumbrances noton real property incurred in the ordinary course of business which, in each casethe aggregate, interfering are not likely to cause a Material Adverse Effect; (l) Liens securing Indebtedness permitted by Section 6.2(c); provided that no such Lien covers any property other than the property subject to such Capitalized Lease Obligation, or acquired in connection with the incurrence of such Indebtedness, as applicable, and the proceeds thereof; provided further that individual financings of equipment provided by one lender may be cross-collateralized to other financings of equipment provided by such lender; Table of Contents (m) precautionary Liens filed by equipment lessors pursuant to operating leases of the Borrower and the Restricted Subsidiaries; provided that no such Lien covers any property other than the property subject to such lease; (n) leases, licenses, subleases or sublicenses granted to others, including in respect of intellectual property, in the ordinary course of business which do not (i) interfere in any material respect with the value or use business of the property to which such Lien is attachedBorrower or any Restricted Subsidiary or (ii) secure any Indebtedness; (ho) Liens for Taxes, assessments or other governmental charges or levies (excluding any Lien imposed pursuant in favor of customs and revenue authorities arising as a matter of law to the provisions secure payment of ERISA or any Canadian Pension Plan) not yet due and payable, or that are being diligently contested customs duties in good faith by appropriate proceedings that stays execution and for which adequate reserves in accordance connection with GAAP shall have been established on its booksimportation of goods; (p) Liens securing insurance premiums financing arrangements; provided that such Liens are limited to the applicable unearned insurance premiums; (q) Liens on any property of (i) any Loan Party in favor of any other Loan Party and (ii) any Restricted Subsidiary that is not a Loan Party in favor of the Borrower or any other Restricted Subsidiary; (r) Liens arising in the ordinary course of business by virtue of any contractual, statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies covering deposit accounts or securities accounts (including funds or other assets credited thereto) or other funds maintained with a depository institution or securities intermediary, so long as the applicable provisions of Section 8.12 have been complied with in respect of such deposit accounts and securities accounts; ​ (j) from any interest or title of a lessor, licensor or sublessor lessor under any lease, license real property lease or sublease (and precautionary UCC filings or PPSA registrations with respect thereto) agreement entered into by the Borrower or any such Credit Party or Restricted Subsidiary in the ordinary course of its business and covering only the assets so leased, licensed or subleasedbusiness; ​and (ks) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made not otherwise permitted by this Section 6.2, provided that a Lien shall be permitted to be incurred pursuant to this clause (s) only if at the time such Person in connection with any letter of intent or purchase agreement permitted hereunder; ​ (l) Liens of sellers of goods to such Person arising under Article II Lien is incurred the aggregate principal amount of the Uniform Commercial Code or similar provisions of Applicable Law in the ordinary course of business, covering only the goods sold or securing only the unpaid purchase price of obligations secured at such goods and related expenses to the extent such Indebtedness is permitted hereunder; ​ (m) Liens on insurance policies and the proceeds thereof securing the financing of premiums with respect thereto to the extent such financing is permitted under Section 9.01(g); ​ (n) Liens time (including the right of set-offsuch Lien) in favor of a bank or other depository institution arising as a matter of law encumbering deposits so long as the applicable provisions of Sectionby Liens outstanding pursuant to this clause (s) would not exceed $10,000,000.

Limitation on Liens. Each No Credit Party will notshall, and will not no Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets part of any kind (real or personal, tangible or intangible) of any such Person (including its Capital Stock)Property, whether now owned or hereafter acquired, except for other than the following (collectively, the “Permitted Liens”): ​): (a) Liens any Lien existing on the Property of any Credit Party or any Subsidiary of any Credit Party on the Closing Date and set forth in Schedule 5.1 securing payment Indebtedness outstanding on such date permitted by subsection 5.5(c), and any modifications, replacements, renewals, refinancings or extensions thereof; provided that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 5.5, and (B) proceeds and products thereof, and (ii) the replacement, renewal, extension or refinancing of the Obligations; ​obligations secured or benefited by such Liens, to the extent constituting Indebtedness, is permitted by Section 5.5; (b) Liens existing as of the Closing Date or, on and after the Third Amendment Initial Funding Date, the Third Amendment Initial Funding Date and disclosed in Schedule 9.02 securing Indebtedness permitted any Lien created under Section 9.01(c); provided that no such Lien shall encumber any additional property and the amount of Indebtedness secured by such Lien shall not be increased or its term extended from that existing on the Closing Date or the Third Amendment Initial Funding Date, as applicable (as such Indebtedness may be permanently reduced subsequent to the Closing Datesuch date) except to the extent permitted by Section 9.01(c); ​Loan Document; (c) Liens for taxes, fees, assessments or other governmental charges (i) which are not overdue for a period of more than thirty (30) days or that are being contested in good faith and by appropriate actions, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP or the equivalent accounting principles in the relevant local jurisdiction; (d) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other similar Liens arising in the Ordinary Course of Business securing obligations which are not delinquent for more than ninety (90) days or remain payable without penalty or which are being contested in good faith and by appropriate proceedings diligently prosecuted, which proceedings have the effect of preventing the forfeiture or sale of the Property subject thereto and for which adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP or the equivalent accounting principles in the relevant local jurisdiction; (e) Liens consisting of pledges or deposits required in the Ordinary Course of Business in connection with workers’ compensation, health, disability or employee benefits, unemployment insurance and other social security laws or similar legislation or regulation or other insurance-related obligations (including, but not limited to, in respect of deductibles, self-insured retention amounts and premiums and adjustments thereto) or to secure the performance of tenders, statutory obligations, surety, stay, customs and appeals bonds, bids, leases, governmental contracts, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money) or to secure liability to insurance carriers; (f) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 7.1(h); (g) zoning, building codes and other land use laws regulating the use or occupancy of such Real Estate or the activities conducted thereon which are imposed by any Governmental Authority having jurisdiction over such Real Estate that are not violated by the use or occupancy of such Real Estate by, or the operation and conduct of the businesses of, any Credit Party or any Subsidiary of any Credit Party, or any violation which would not have a Material Adverse Effect on the businesses of any Credit Party or any Subsidiary of a Credit Party; (h) easements, covenants, conditions, rights-of-way and other restrictions, defects, encroachments, protrusions and other similar encumbrances and minor title defects affecting title, matters that would be shown on a survey and other similar encumbrances incurred in the Ordinary Course of Business which do not in the aggregate materially interfere with the ordinary conduct of the business of the Credit Parties and the Subsidiaries of any Credit Party, taken as a whole, or the use of the property for its intended purpose; (i) Liens on any Property acquired, held or improved by any Credit Party or any Subsidiary of any Credit Party securing Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the type cost of acquiring, holding or improving such Property and permitted under Section 9.01(bsubsection 5.5(d); provided that (i) any such Lien is granted created within 60 90 days after of the acquisition, construction, repair, lease or improvement of the property subject to such Lien (or is a Lien securing a Permitted Refinancing of Indebtedness is incurredsecured by Liens so created), (ii) such Lien attaches solely to the Indebtedness secured thereby does not exceed the lesser of the cost Property so acquired (except for replacements, additions and accessions to such property) in such transaction and the fair market value of proceeds and products thereof, and the equipment at the time of such acquisition proceeds and products thereof and customary security deposits and (iii) such Lien encumbers only the assets acquired with the proceeds of such Indebtedness or the assets leased or purported respect to be leased under such Capitalized Capital Leases, as such Liens do not at any time extend to or cover any Property (except for replacements, additions and accessions to such assets) other than to the case may be, Property so acquired and the proceeds thereofand products thereof and customary security deposits; ​ (d) Liens arising provided that individual financings of equipment provided by operation one lender may be cross collateralized to other financings of law in favor of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for amounts not yet overdue or being diligently contested in good faith equipment provided by appropriate proceedings that stay execution of such Lien and for which adequate reserves in accordance with GAAP shall have been established on its bookslender; (ej) Liens incurred or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other forms of governmental insurance or ​ ​ benefits, or to secure performance of tenders, statutory obligations, bids, leases or other similar obligations (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety, appeal or performance bondssecuring Capital Lease Obligations permitted under subsection 5.5(d); (f) Judgment Liens in existence for less than 60 days after the entry thereof, or with respect to which execution has been bonded, stayed or the payment of which is covered in full by insurance or surety bonds, and which Judgment Liens do not otherwise result in an Event of Default under Section 10.01(g); ​ (g) easements, rights-of-way, zoning restrictions, defects or irregularities in title and other similar encumbrances not, in each case, interfering in any material respect with the value or use of the property to which such Lien is attached; (h) Liens for Taxes, assessments or other governmental charges or levies (excluding any Lien imposed pursuant to the provisions of ERISA or any Canadian Pension Plan) not yet due and payable, or that are being diligently contested in good faith by appropriate proceedings that stays execution and for which adequate reserves in accordance with GAAP shall have been established on its books; (i) Liens arising in the ordinary course of business by virtue of any contractual, statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies covering deposit accounts or securities accounts (including funds or other assets credited thereto) or other funds maintained with a depository institution or securities intermediary, so long as the applicable provisions of Section 8.12 have been complied with in respect of such deposit accounts and securities accounts; ​ (jk) any interest or title of a lessor, sublessor, licensor or sublessor sublicensor under any lease, lease or license or sublease (and precautionary UCC filings or PPSA registrations with respect thereto) entered into by the Borrower or any such Credit Party or Subsidiary of its Subsidiaries in the ordinary course Ordinary Course of its business and covering only the assets so leased, licensed or subleased; ​ (k) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by such Person in connection with any letter of intent or purchase agreement permitted hereunder; ​Business; (l) Liens arising from precautionary uniform commercial code financing statements or similar filings; (m) non-exclusive licenses and sublicenses granted by a Credit Party or any Subsidiary of sellers a Credit Party, and leases and subleases (by a Credit Party or any Subsidiary of goods a Credit Party, as lessor or sublessor) to such Person third parties in the Ordinary Course of Business of the Credit Parties or any of their Subsidiaries; (n) Liens in favor of collecting banks arising under Article II Section 4-210 of the Uniform Commercial Code or similar provisions of Applicable Law or, with respect to collecting banks located in the ordinary course State of businessNew York, covering only under Section 4-208 of the goods sold or securing only the unpaid purchase price of such goods and related expenses to the extent such Indebtedness is permitted hereunder; ​Uniform Commercial Code; (m) Liens on insurance policies and the proceeds thereof securing the financing of premiums with respect thereto to the extent such financing is permitted under Section 9.01(g); ​ (no) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law or under customary general terms and conditions encumbering deposits or other funds maintained with a financial institution (including the right of set-off) and that are within the general parameters customary in the banking industry or arising pursuant to such banking institution’s general terms and conditions; (p) Liens arising out of consignment or similar arrangements for the sale of goods entered into by any Credit Party or any Subsidiary of a Credit Party in the Ordinary Course of Business; (q) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods in the Ordinary Course of Business; (r) Liens consisting of prepayments and security deposits in connection with leases, utility services and similar transactions entered into by any Credit Party or any Subsidiary of a Credit Party in the Ordinary Course of Business and not required or created as a result of any breach of any Contractual Obligation or default in payment of any obligation; (s) Liens imposed by law or incurred pursuant to customary reservations or retentions of title (including contractual Liens in favor of sellers and suppliers of goods) incurred in the Ordinary Course of Business for sums that are not overdue for a period of more than thirty (30) days or that are being contested in good faith by appropriate proceedings diligently prosecuted and for which adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP or the equivalent accounting principles in the relevant local jurisdiction; provided, however, that in each case the obligations secured by such Liens do not constitute Indebtedness; (t) ▇▇▇▇▇ in favor of any escrow agent solely on and in respect of any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by any Credit Party in connection with any letter of intent or purchase agreement with respect to any Investment expressly permitted hereunder; (u) other Liens securing obligations (other than Indebtedness) in an aggregate principal amount outstanding at any time not to exceed $5,000,000, in each case determined as of the date of incurrence; (v) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 5.4(a); (w) Liens consisting of Contractual Obligations of any Credit Party to sell or otherwise Dispose of Property; provided that (i) such sale or disposition is permitted under Section 5.2, (ii) such Liens extend only to the Property that is the subject of such sale or disposition and (iii) such Contractual Obligations do not constitute Indebtedness; (x) Liens for the benefit of insurance companies and insurance brokers on rights under insurance policies and proceeds thereof securing obligations permitted by subsection 5.5(h); (y) Liens on the Collateral securing Indebtedness permitted by Section 5.5(b), so long as such Liens are subject to an Acceptable Intercreditor Agreement; (z) ▇▇▇▇▇ (i) on cash advances in favor of the applicable provisions seller of Sectionany property to be acquired in an Investment permitted pursuant to Section 5.4 to be applied against the purchase price for such Investment or other acquisition, and (ii) consisting of an agreement to dispose of any property in a Disposition permitted under Section 5.2, in each case, solely to the extent such Investment or other acquisition or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (aa) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by any Credit Party or any Subsidiary of a Credit Party in the Ordinary Course of Business;

Limitation on Liens. Each The Credit Party Parties will not, and will not permit any of its their respective Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any such Person (including its Capital Stock)Restricted Subsidiary, whether now owned or hereafter acquired, except for the following (collectively, the “Permitted Liens”): ​except: (a) Liens securing payment arising (i) under the Credit Documents, including the Final DIP Order and (ii) the Interim Cash Collateral Order (which, for the avoidance of the Obligations; ​doubt, includes Liens granted as adequate protection to Prepetition Secured Parties); (b) Liens existing as of the Closing Date or, on and after the Third Amendment Initial Funding Date, the Third Amendment Initial Funding Date and disclosed in Schedule 9.02 securing Indebtedness permitted under Section 9.01(c); provided that no such Lien shall encumber any additional property and the amount of Indebtedness secured by such Lien shall not be increased or its term extended from that existing on the Closing Date or the Third Amendment Initial Funding Date, as applicable (as such Indebtedness may be permanently reduced subsequent to the Closing Datesuch date) except to the extent permitted by Section 9.01(c); ​Permitted Liens; (c) Liens securing Indebtedness of the type permitted under pursuant to Section 9.01(b10.1(A)(f); provided that such Liens attach at all times only to the assets so financed, ECA Collateral and/or other assets subject to Indebtedness incurred pursuant to Section 10.1(A)(f) owing to the same Person as such Indebtedness so secured; (d) (i) such Lien is granted within 60 days after such Indebtedness is incurred, Liens securing the Prepetition Secured debt and (ii) other Liens existing on the Signing Date and listed on Schedule 10.2 hereto; (e) the replacement, extension or renewal of any Lien permitted by clauses (a), (b), (c) and (d)(ii) above of this Section 10.2 upon or in the same assets theretofore subject to such Lien or the replacement, extension or renewal of the Indebtedness secured thereby (in each case, without increase in the amount or change in any direct or contingent obligor except to the extent otherwise permitted hereunder); (f) [reserved]; (g) Liens securing (i) the Permitted Acquisition Debt and (ii) Indebtedness permitted under Section 10.1(A)(i), in each case, placed upon the Equity Interests in, or assets of, any Acquired Person or its Subsidiaries; provided that, no such Liens may be placed in any assets of the Borrower or any Restricted Subsidiary (other than the Acquired Persons and their Subsidiaries) other than the Equity Interests in such Acquired Person; (h) additional Liens so long as the aggregate principal amount of the obligations so secured does not exceed the lesser of the cost and the fair market value of the equipment $50,000,000 at the any time of such acquisition and (iii) such Lien encumbers only the assets acquired with the proceeds of such Indebtedness or the assets leased or purported to be leased under such Capitalized Leases, as the case may be, and the proceeds thereof; ​outstanding; (di) Liens arising by operation on the Equity Interests of law Unrestricted Subsidiaries; (j) [reserved]; (k) deposits of cash and cash equivalents not to exceed $3,000,000 in favor the aggregate to (i) secure the performance of carriersbids, warehousementrade contracts, mechanicsgovernmental contracts and leases (other than Indebtedness for borrowed money), materialmen statutory obligations, surety, stay, customs and landlords appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business for amounts not yet overdue or being diligently contested (ii) to provide “adequate assurances of payment” as that term is used in good faith by appropriate proceedings that stay execution of such Lien and for which adequate reserves in accordance with GAAP shall have been established on its books; (e) Liens incurred or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other forms of governmental insurance or ​ ​ benefits, or to secure performance of tenders, statutory obligations, bids, leases or other similar obligations (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety, appeal or performance bonds; (f) Judgment Liens in existence for less than 60 days after the entry thereof, or with respect to which execution has been bonded, stayed or the payment of which is covered in full by insurance or surety bonds, and which Judgment Liens do not otherwise result in an Event of Default under Section 10.01(g); ​ (g) easements, rights-of-way, zoning restrictions, defects or irregularities in title and other similar encumbrances not, in each case, interfering in any material respect with the value or use 366 of the property to which such Lien is attachedBankruptcy Code; (h) Liens for Taxes, assessments or other governmental charges or levies (excluding any Lien imposed pursuant to the provisions of ERISA or any Canadian Pension Plan) not yet due and payable, or that are being diligently contested in good faith by appropriate proceedings that stays execution and for which adequate reserves in accordance with GAAP shall have been established on its books; (i) Liens arising in the ordinary course of business by virtue of any contractual, statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies covering deposit accounts or securities accounts (including funds or other assets credited thereto) or other funds maintained with a depository institution or securities intermediary, so long as the applicable provisions of Section 8.12 have been complied with in respect of such deposit accounts and securities accounts; ​ (j) any interest or title of a lessor, licensor or sublessor under any lease, license or sublease (and precautionary UCC filings or PPSA registrations with respect thereto) entered into by any such Credit Party or Subsidiary in the ordinary course of its business and covering only the assets so leased, licensed or subleased; ​ (k) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by such Person in connection with any letter of intent or purchase agreement permitted hereunder; ​ (l) Liens of sellers of goods securing Indebtedness permitted pursuant to such Person arising under Article II of the Uniform Commercial Code or similar provisions of Applicable Law in the ordinary course of business, covering only the goods sold or securing only the unpaid purchase price of such goods and related expenses to the extent such Indebtedness is permitted hereunderSection 10.1(A)(v); ​and (m) Liens on insurance policies and the proceeds thereof securing the financing of premiums deemed to exist in connection with respect thereto to the extent such financing is a transaction permitted under Section 9.01(g); ​ (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits so long as the applicable provisions of Section10.4.

Limitation on Liens. Each Credit Party The Parent will not, and will not permit any of its the Subsidiaries to, directly or indirectlyincur, create, incurassume, assume or suffer permit to exist any Lien upon any property of its property, assets, or assets of any kind (real or personal, tangible or intangible) of any such Person (including its Capital Stock)revenues, whether now owned or hereafter acquired, except for the following (collectively, the “Permitted Liens”): ​following: (a) Existing Liens securing payment of disclosed on Schedule 11.2 hereto and any replacement, renewal or extension thereof that do not increase the Obligations; ​outstanding principal amount thereof or extend to any additional assets; (b) Liens existing as Encumbrances consisting of minor easements, zoning restrictions, or other restrictions on the use of real property that do not (individually or in the aggregate) materially affect the value of the Closing Date or, on and after assets encumbered thereby or materially impair the Third Amendment Initial Funding Date, ability of the Third Amendment Initial Funding Date and disclosed in Schedule 9.02 securing Indebtedness permitted under Section 9.01(c); provided that no such Lien shall encumber any additional property and the amount of Indebtedness secured by such Lien shall not be increased or its term extended from that existing on the Closing Date Parent or the Third Amendment Initial Funding DateSubsidiaries to use such assets in their respective businesses, as applicable (as such Indebtedness may be permanently reduced subsequent to the Closing Datesuch date) except to the extent permitted and none of which is violated in any material respect by Section 9.01(c); ​existing or proposed structures or land use; (c) Liens securing Indebtedness of the type permitted under Section 9.01(b); provided (other than Liens relating to Environmental Liabilities or ERISA) for taxes, assessments, or other governmental charges that (i) such Lien is granted within 60 days after such Indebtedness is incurred, (ii) the Indebtedness secured thereby does are not exceed the lesser of the cost delinquent or which are being contested in good faith and the fair market value of the equipment at the time of such acquisition and (iii) such Lien encumbers only the assets acquired with the proceeds of such Indebtedness or the assets leased or purported to be leased under such Capitalized Leases, as the case may be, and the proceeds thereof; ​for which adequate reserves have been established; (d) Liens arising by operation of law in favor of carriersmechanics, materialmen, warehousemen, mechanicscarriers, materialmen landlords, or other similar statutory Liens securing obligations that are not yet due and landlords are incurred in the ordinary course of business for amounts not yet overdue or which are being diligently contested in good faith by appropriate proceedings that stay execution of such Lien and for which adequate reserves in accordance with GAAP shall have been established on its booksestablished; (e) Liens incurred or resulting from good faith deposits made in the ordinary course to secure payments of business in connection with worker’s compensation, unemployment insurance 's compensation or other forms of governmental insurance or ​ ​ benefits, social security programs or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases or other similar obligations and contracts (other than for borrowed money) entered into in the ordinary course payment of business or to secure obligations on surety, appeal or performance bondsDebt); (f) Judgment Liens in existence for less than 60 days after purchase money obligations and Capital Lease Obligations; provided that: (i) the entry thereof, or with respect to which execution has been bonded, stayed or the payment of which Debt secured by any such Lien is covered in full by insurance or surety bonds, and which Judgment Liens do not otherwise result in an Event of Default permitted under Section 10.01(g)11.1; ​and (ii) any such Lien encumbers only the asset so purchased; (g) easements, rights-of-way, zoning restrictions, defects Liens related to any attachment or irregularities in title and other similar encumbrances not, in each case, interfering in any material respect with the value or use judgment not constituting an Event of the property to which such Lien is attached;Default; and (h) Liens for Taxesarising from filing UCC financing statements regarding leases not prohibited by this Agreement. Except as provided herein, assessments neither the Parent nor the Borrower will, and each will not permit any of the Subsidiaries directly or indirectly to create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such companies to: (1) pay dividends or make any other distribution on any of such company's capital stock (or other governmental charges equity interests) owned by the Parent or levies any of the Subsidiaries; (excluding 2) subject to subordination provisions, pay any Lien imposed pursuant Debt owed to the provisions of ERISA Parent or any Canadian Pension Planof the Subsidiaries; (3) not yet due and payable, make loans or that are being diligently contested in good faith by appropriate proceedings that stays execution and for which adequate reserves in accordance with GAAP shall have been established on its books; advances to the Parent or any of the Subsidiaries; or (i4) Liens arising in the ordinary course of business by virtue of transfer any contractual, statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies covering deposit accounts or securities accounts (including funds or other assets credited thereto) or other funds maintained with a depository institution or securities intermediary, so long as the applicable provisions of Section 8.12 have been complied with in respect of such deposit accounts and securities accounts; ​ (j) any interest or title of a lessor, licensor or sublessor under any lease, license or sublease (and precautionary UCC filings or PPSA registrations with respect thereto) entered into by any such Credit Party or Subsidiary in the ordinary course of its business and covering only property or assets to the assets so leased, licensed Parent or subleased; ​ (k) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by such Person in connection with any letter of intent or purchase agreement permitted hereunder; ​ (l) Liens of sellers of goods to such Person arising under Article II of the Uniform Commercial Code or similar provisions of Applicable Law in the ordinary course of business, covering only the goods sold or securing only the unpaid purchase price of such goods and related expenses to the extent such Indebtedness is permitted hereunder; ​ (m) Liens on insurance policies and the proceeds thereof securing the financing of premiums with respect thereto to the extent such financing is permitted under Section 9.01(g); ​ (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits so long as the applicable provisions of SectionSubsidiaries.

Limitation on Liens. Each Credit Party Nothing in this Indenture or in the Securities shall in any way restrict or prevent the Company or any Subsidiary from incurring any indebtedness; PROVIDED that the Company covenants and agrees that neither it nor any Restricted Subsidiary will notcreate or cause to be created, and will by issuance, assumption or guarantee (including in connection with any merger, consolidation or other transaction described in Article Eight, whether or not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangibleotherwise permitted under Article Eight) of any such Person notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (including its Capital Stock)notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being hereinafter in this Article called "Debt") any mortgage, lien, security interest, pledge, charge or other encumbrances (mortgages, liens, security interests, charges or other encumbrances being hereinafter in this Article called "Mortgages") upon any Mineral Interest or upon any shares of capital stock or debt of any Restricted Subsidiary, whether now such Mineral Interest, shares or debt are owned on the date of this Indenture or hereafter acquired, without effectively providing that the Securities then Outstanding (together with, if the Company so determines, any other indebtedness or obligation of the Company or any Restricted Subsidiary then existing and any other indebtedness or obligation of the Company or any Restricted Subsidiary thereafter created which is not subordinate to the Securities) shall be secured equally and ratably with (or prior to) such Debt so long as such Debt shall be outstanding, except that the foregoing provisions shall not apply to: (1) Mortgages in existence on the date of this Indenture; (2) Mortgages affecting a Mineral Interest, shares of capital stock or debt of a Corporation at the time it becomes a Subsidiary or at the time it is merged into or consolidated with the Company or a Subsidiary, or on any shares of capital stock or debt of any Restricted Subsidiary at the time it becomes a Restricted Subsidiary, whether such Mineral Interest, shares or debt are owned on the date of this Indenture or hereafter acquired; (3) Mortgages on property existing at the time of acquisition of such property, or Mortgages on any property hereafter acquired by the Company or any Restricted Subsidiary which are created or assumed to secure the payment of all or any part of the purchase price of such property or to secure any Debt incurred prior to, at the time of, or within 120 days after, the acquisition of such property for the following (collectively, purpose of financing all or any part of the “Permitted Liens”): ​purchase price thereof; (a4) Liens securing Mortgages on property hereafter constructed or improved by the Company or any Restricted Subsidiary which are created or assumed to secure the payment of all or any part of the Obligationscost of such construction or improvement; ​PROVIDED, HOWEVER, that any such Mortgage shall not apply to any property heretofore owned by the Company or any Restricted Subsidiary; (b5) Liens existing as Mortgages on property of the Closing Date or, on and Company or a Restricted Subsidiary to secure the payment of all or any part of the costs incurred after the Third Amendment Initial Funding Datedate of this Indenture of exploration, drilling, mining or development of such property for the Third Amendment Initial Funding Date purposes of increasing the production and disclosed sale or other disposition of oil, gas or other minerals or any Debt incurred to provide funds for all or any such purposes; (6) Mortgages which secure only Debt of a Restricted Subsidiary owed to the Company or to another Restricted Subsidiary; (7) Mortgages in Schedule 9.02 securing Indebtedness permitted under Section 9.01(cfavor of the United States of America or any State thereof, or any department, agency, instrumentality or political subdivision of any such jurisdiction, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or cost of constructing or improving the property subject thereto, including, without limitation, Mortgages to secure Debt incurred in connection with the issuance or refunding of tax-exempt private activity bonds; and (8) any extension, renewal or replacement (or successive extensions, renewals or replacements); provided , in whole or in part, of any Mortgage referred to in the foregoing paragraphs (1) through (7), inclusive, or of any Debt secured thereby, PROVIDED that no such Lien shall encumber any additional property and the principal amount of Indebtedness secured by such Lien shall not be increased or its term extended from that existing on the Closing Date or the Third Amendment Initial Funding Date, as applicable (as such Indebtedness may be permanently reduced subsequent to the Closing Datesuch date) except to the extent permitted by Section 9.01(c); ​ (c) Liens securing Indebtedness of the type permitted under Section 9.01(b); provided that (i) such Lien is granted within 60 days after such Indebtedness is incurred, (ii) the Indebtedness Debt secured thereby does shall not exceed the lesser principal amount of the cost and the fair market value of the equipment Debt so secured at the time of such acquisition extension, renewal or replacement, and that such extension, renewal or replacement Mortgage shall be limited to all or part of substantially the same property which secured the Mortgage extended, renewed or replaced (iii) plus improvements on such Lien encumbers only property). Notwithstanding the assets acquired foregoing provisions of this Section 1004, the Company and any one or more Restricted Subsidiaries may issue, assume or guarantee Debt secured by Mortgages which would otherwise be subject to the foregoing restrictions, in an aggregate principal amount which, together with the proceeds aggregate outstanding principal amount of such Indebtedness or all other Debt of the assets leased or purported Company and its Restricted Subsidiaries which would otherwise be subject to the foregoing restrictions (not including Debt permitted to be leased secured under such Capitalized Leasesparagraphs (1) through (8), as inclusive, above) does not at any one time exceed 10% of the case may beConsolidated Net Tangible Assets of the Company and its Restricted Subsidiaries. Notwithstanding the foregoing, and the proceeds thereof; ​ (d) Liens arising by operation of law in favor of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for amounts not yet overdue or being diligently contested in good faith by appropriate proceedings that stay execution of such Lien and for which adequate reserves in accordance with GAAP shall have been established on its books; (e) Liens incurred or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance sale or other forms transfer of governmental insurance or ​ ​ benefits, or to secure performance of tenders, statutory obligations, bids, leases or other similar obligations (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety, appeal or performance bonds; (f) Judgment Liens in existence for less than 60 days after the entry thereof, or with respect to which execution has been bonded, stayed or the payment of which is covered in full by insurance or surety bonds, and which Judgment Liens do not otherwise result in an Event of Default under Section 10.01(g); ​ (g) easements, rights-of-way, zoning restrictions, defects or irregularities in title and other similar encumbrances not, in each case, interfering in any material respect with the value or use of the property to which such Lien is attached; (h) Liens for Taxes, assessments or other governmental charges or levies (excluding any Lien imposed pursuant to the provisions of ERISA or any Canadian Pension Plan) not yet due and payable, or that are being diligently contested in good faith by appropriate proceedings that stays execution and for which adequate reserves in accordance with GAAP shall have been established on its books; (i) Liens arising in the ordinary course of business by virtue of any contractualoil, statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies covering deposit accounts or securities accounts (including funds gas or other assets credited theretominerals in place for a period of time only, or in an amount such that the transferee will realize therefrom a specified amount of money (however determined) or other funds maintained with a depository institution or securities intermediary, so long as the applicable provisions of Section 8.12 have been complied with in respect specified amount of such deposit accounts and securities accounts; ​ oil , gas or other minerals, or (jii) any other interest or title of a lessor, licensor or sublessor under any lease, license or sublease (and precautionary UCC filings or PPSA registrations with respect thereto) entered into by any such Credit Party or Subsidiary in the ordinary course of its business and covering only the assets so leased, licensed or subleased; ​ (k) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by such Person in connection with any letter of intent or purchase agreement permitted hereunder; ​ (l) Liens of sellers of goods to such Person arising under Article II property of the Uniform Commercial Code or similar provisions of Applicable Law in the ordinary course of business, covering only the goods sold or securing only the unpaid purchase price of such goods and related expenses character commonly referred to the extent such Indebtedness is permitted hereunder; ​ (m) Liens on insurance policies and the proceeds thereof securing the financing of premiums with respect thereto to the extent such financing is permitted under Section 9.01(g); ​ (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits so long as the applicable provisions of Section"production payment," shall not be deemed to create Debt secured by a Mortgage.

Limitation on Liens. Each Credit No Loan Party will not, and will not permit nor any of its respective Subsidiaries to, directly or indirectly, will create, incur, assume or suffer permit to exist any Lien upon any property of the properties or assets of any kind (real or personal, tangible or intangible) of any such Person (including its Capital Stock), whether that it now owned owns or hereafter acquiredacquires, except for except, to the extent not otherwise forbidden by the Security Documents, the following (collectively, the “Permitted Liens”): ​): (a) Liens securing payment of the Obligations; ​which secure Secured Obligations only. (b) (i) statutory Liens existing for taxes, statutory mechanics’ and materialmen’s Liens incurred in the ordinary course of business, and other similar statutory Liens incurred in the ordinary course of business, provided such Liens do not secure Indebtedness and secure only Liabilities which are not delinquent or which are being contested as provided in Section 6.7 and for which adequate reserves have been set aside in accordance with GAAP and (ii) any Liens granted to landlords in the ordinary course of the Closing Date or, business on and after the Third Amendment Initial Funding Date, the Third Amendment Initial Funding Date and disclosed property located in Schedule 9.02 securing Indebtedness permitted under Section 9.01(c); provided that no such Lien shall encumber any additional property and the amount of Indebtedness secured by such Lien shall not be increased or its term extended from that existing on the Closing Date premises which such landlord is leasing or the Third Amendment Initial Funding Date, as applicable (as subleasing to such Indebtedness may be permanently reduced subsequent to the Closing Datesuch date) except Loan Party or Subsidiary to the extent permitted such lease or sublease is not prohibited by Section 9.01(c); ​this Agreement or the other Security Documents. (c) Liens securing Indebtedness of the type permitted under Section 9.01(b)on fixed or capital assets (including office equipment, data processing equipment and motor vehicles) acquired, constructed or improved by any Loan Party; provided that (i) such Lien is granted Liens secure Indebtedness permitted by clause (e) of Section 7.1, (ii) such Liens and the Indebtedness secured thereby are incurred within 60 90 days after such Indebtedness is incurredacquisition or the completion of such construction or improvement, (iiiii) the Indebtedness secured thereby does not exceed the lesser cost of acquiring, constructing or improving such fixed or capital assets and (iv) such Liens shall not apply to any other Property of the cost and the fair market value of the equipment at the time of such acquisition and (iii) such Lien encumbers only the assets acquired with the proceeds of such Indebtedness or the assets leased or purported to be leased under such Capitalized Leases, as the case may be, and the proceeds thereof; ​Loan Parties. (d) Liens arising by operation on Cash or Cash Equivalents pledged to secure payment of law worker’s compensation insurance (or to participate in favor of carriersany fund in connection with worker’s compensation insurance), warehousemenunemployment insurance, mechanicspensions or social security programs or similar legislation, materialmen and landlords incurred in each case, in the ordinary course of business for amounts not yet overdue or being diligently contested in good faith by appropriate proceedings that stay execution of and to the extent such Lien and for which adequate reserves in accordance with GAAP shall have been established on its books;obligations are permitted hereunder. (e) Liens incurred on Cash or deposits made Cash Equivalents to secure the performance of bids, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business and acceptable to the Majority Lenders in connection their reasonable discretion (it being agreed and understood that any Liens on cash collateral to secure surety bonds in accordance with worker’s compensationany Bonding Arrangements under clause (ii) of the definition thereof is acceptable to the Majority Lenders). (f) encumbrances consisting of zoning restrictions, unemployment insurance easements or other forms restrictions on the use of governmental insurance real property, provided that (i) such items do not materially impair the use of such property for the purposes intended and (ii) none of which restrictions or ​ ​ benefits, easements are violated by existing or to secure performance of tenders, statutory obligations, bids, proposed structures or land use. (g) Liens arising from precautionary Uniform Commercial Code financing statement filings regarding operating leases or other similar obligations (other than for borrowed money) entered into by any Loan Party in the ordinary course of business or to secure obligations on surety, appeal or performance bonds; (f) Judgment Liens in existence for less than 60 days after covering the entry thereof, or with respect to which execution has been bonded, stayed or Property under the payment of which is covered in full by insurance or surety bonds, and which Judgment Liens do not otherwise result in an Event of Default under Section 10.01(g); ​ (g) easements, rights-of-way, zoning restrictions, defects or irregularities in title and other similar encumbrances not, in each case, interfering in any material respect with the value or use of the property to which such Lien is attached;lease. (h) Liens for Taxes, assessments or other governmental charges or levies (excluding any Lien imposed pursuant to the provisions of ERISA or any Canadian Pension Plan) not yet due and payable, or that are being diligently contested in good faith by appropriate proceedings that stays execution and for which adequate reserves in accordance with GAAP shall have been established on its books; (i) Liens arising in the ordinary course of business solely by virtue of any contractual, statutory or common law provision relating to banker’s Liensliens, rights of set-off or similar rights and remedies covering and burdening only deposit accounts or securities accounts (including funds or other assets credited thereto) or other funds maintained with a creditor depository institution or securities intermediaryinstitution, so long as the applicable provisions of Section 8.12 have been complied with in respect of provided that no such deposit accounts account is a dedicated cash collateral account or is subject to restrictions against access by the depositor in excess of those set forth by regulations promulgated by the Board and securities accounts; ​no such deposit account is intended by a Loan Party to provide collateral to the depository institution. (i) as to property which is Collateral, any Liens expressly permitted to encumber such Collateral under any Security Document covering such Collateral. (j) any interest or title of a lessor, licensor or sublessor Liens encumbering property securing the Indebtedness permitted under any lease, license or sublease (and precautionary UCC filings or PPSA registrations with respect thereto) entered into by any such Credit Party or Subsidiary in the ordinary course of its business and covering only the assets so leased, licensed or subleased; ​Section 7.1(f)(i). (k) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by such Person in connection with any letter of intent or purchase agreement permitted hereunder; ​ (l) Liens of sellers of goods Customary liens created pursuant to such Person operating agreements arising under Article II of the Uniform Commercial Code or similar provisions of Applicable Law in the ordinary course of business, covering provided such Liens do not secure Indebtedness and secure only the goods sold Liabilities which are not delinquent or securing only the unpaid purchase price of such goods and related expenses which are being contested as provided in Section 6.7. (l) Liens created pursuant to the extent such Indebtedness is permitted hereunder; ​GE Mortgage as in effect on the date hereof or as refinanced in accordance with Section 7.1(h) that secure the GE Note. (m) Liens on insurance policies and the proceeds thereof securing the financing of premiums with respect thereto Permitted Second Lien Debt, which are subordinated to the extent such financing is permitted under Section 9.01(g); ​ (n) Liens (including securing the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits so long as Secured Obligations pursuant to the applicable provisions of SectionIntercreditor Agreement.

Limitation on Liens. Each Credit Party will The Company shall not, and will shall not permit any of its Subsidiaries Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any property of its property, assets or assets of any kind (real or personal, tangible or intangible) of any such Person (including its Capital Stock)revenues, whether now owned or hereafter acquired, except for the following (collectively, the “Permitted Liens”): ​for: (a) Liens securing payment of the Obligations; ​ (b) Liens existing as of the Closing Date or, on and after the Third Amendment Initial Funding Date, the Third Amendment Initial Funding Date and disclosed in Schedule 9.02 securing Indebtedness permitted under Section 9.01(c); provided that no such Lien shall encumber any additional property and the amount of Indebtedness secured by such Lien shall not be increased or its term extended from that existing on the Closing Date or the Third Amendment Initial Funding Date, as applicable (as such Indebtedness may be permanently reduced subsequent to the Closing Datesuch date) except to the extent permitted by Section 9.01(c); ​ (c) Liens securing Indebtedness of the type permitted under Section 9.01(b); provided that (i) such Lien is granted within 60 days after such Indebtedness is incurred, Liens created hereunder or under any other of the Note Documents; (ii) Liens for taxes, assessments, governmental charges or levies not yet delinquent or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the Indebtedness secured thereby does not exceed the lesser books of the cost and the fair market value of the equipment at the time of such acquisition and Company or a Subsidiary, as applicable, in conformity with GAAP; (iii) such Lien encumbers only the assets acquired with the proceeds of such Indebtedness or the assets leased or purported to be leased under such Capitalized Leases, as the case may be, and the proceeds thereof; ​ (d) Liens arising created by operation of law in favor not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers’, warehousemen’s, mechanics’, materialmen materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business; (iv) pledges or deposits in connection with workers’ compensation, unemployment insurance and landlords other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (v) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business for amounts not yet overdue or being diligently contested in good faith by appropriate proceedings that stay execution of such Lien and for which adequate reserves in accordance with GAAP shall have been established on its booksbusiness; (e) Liens incurred or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other forms of governmental insurance or ​ ​ benefits, or to secure performance of tenders, statutory obligations, bids, leases or other similar obligations (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety, appeal or performance bonds; (f) Judgment Liens in existence for less than 60 days after the entry thereof, or with respect to which execution has been bonded, stayed or the payment of which is covered in full by insurance or surety bonds, and which Judgment Liens do not otherwise result in an Event of Default under Section 10.01(g); ​ (gvi) easements, rights-of-way, zoning restrictions, defects or irregularities in title restrictions and other similar encumbrances noton real property incurred in the ordinary course of business which, in each casethe aggregate, could not reasonably be expected to cause a Material Adverse Effect; (vii) Liens securing Indebtedness permitted under Section 6.02(b)(v); provided that (A) any such Lien attaches to the property financed thereby concurrently with or within ninety days after the acquisition thereof, (B) such Lien attaches solely to such property and is not spread to cover additional property and (C) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property; (viii) any interest or title of a lessor or sublessor under any lease permitted by this Agreement; (ix) Liens arising 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 by the Company or any Subsidiary; (x) attachment and judgment Liens not otherwise constituting an Event of Default; (xi) Liens on assets of a Person that becomes a direct or indirect Subsidiary of the Company after the date of this Agreement, provided, however, that such Liens exist at the time such Person becomes a Subsidiary and are not created in anticipation thereof; (xii) Liens described in Schedule 6.02(a)(xii) annexed hereto; (xiii) licenses (with respect to intellectual property and other property), leases or subleases granted to third parties and not interfering in any material respect with the value or use ordinary conduct of the property to which such Lien is attachedbusiness of the Company or any of its Subsidiaries; (hxiv) Liens for Taxes, assessments or other governmental charges or levies (excluding any Lien imposed pursuant arising from filing UCC financing statements relating solely to the provisions of ERISA or any Canadian Pension Plan) leases not yet due and payable, or that are being diligently contested in good faith prohibited by appropriate proceedings that stays execution and for which adequate reserves in accordance with GAAP shall have been established on its booksthis Agreement; (ixv) Liens arising any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the ordinary course of business by virtue use of any contractualreal property; and (xvi) the Senior Lender Liens. In connection with the granting of Liens of the type described in clause (vii) of this Section 6.02(a) by the Company or any Subsidiary, statutory the Agent shall be authorized to take any actions deemed appropriate by it in connection therewith (including, without limitation, by executing appropriate lien releases or common law provision relating to banker’s lien subordination agreements in favor of the holder or holders of such Liens, rights in either case solely with respect to the item or items of set-off or similar rights and remedies covering deposit accounts or securities accounts (including funds equipment or other assets credited thereto) or other funds maintained with a depository institution or securities intermediary, so long as the applicable provisions of Section 8.12 have been complied with in respect of such deposit accounts and securities accounts; ​ (j) any interest or title of a lessor, licensor or sublessor under any lease, license or sublease (and precautionary UCC filings or PPSA registrations with respect thereto) entered into by any such Credit Party or Subsidiary in the ordinary course of its business and covering only the assets so leased, licensed or subleased; ​ (k) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by such Person in connection with any letter of intent or purchase agreement permitted hereunder; ​ (l) Liens of sellers of goods subject to such Person arising under Article II of the Uniform Commercial Code or similar provisions of Applicable Law in the ordinary course of business, covering only the goods sold or securing only the unpaid purchase price of such goods and related expenses to the extent such Indebtedness is permitted hereunder; ​ (m) Liens on insurance policies and the proceeds thereof securing the financing of premiums with respect thereto to the extent such financing is permitted under Section 9.01(gliens); ​ (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits so long as the applicable provisions of Section.

Limitation on Liens. Each Credit Party The Parent Guarantors and the Borrower will not, and will not permit any of its their respective Subsidiaries to, directly or indirectly, create, incur, assume assume, or suffer to exist any Lien upon any of their respective revenues, property or assets of any kind (real or personal, tangible or intangible) of any such Person (including its fixed assets, inventory, Real Property, intangible rights and Capital Stock)) or other assets, whether now owned or hereafter acquired, except for other than the following (collectively, the “Permitted Liens”): ​): (a) immaterial Liens which were granted prior to the Effective Date securing payment of Indebtedness or other obligations in an aggregate principal (or face amount) for all Nexstar Entities not to exceed $4,000,000, and refinancings, renewals and extensions thereof to the Obligations; ​extent not encumbering additional property; (b) Liens existing as of the Closing Date orfor taxes, on and after the Third Amendment Initial Funding Date, the Third Amendment Initial Funding Date and disclosed in Schedule 9.02 securing Indebtedness permitted under Section 9.01(c); provided that no such Lien shall encumber any additional property and the amount of Indebtedness secured by such Lien shall not be increased assessments or its term extended from that existing on the Closing Date other governmental charges or the Third Amendment Initial Funding Date, as applicable (as such Indebtedness may be permanently reduced subsequent to the Closing Datesuch date) except levies to the extent permitted by that payment thereof shall not at the time be required to be made in accordance with the provisions of Section 9.01(c); ​6.09; (c) Liens securing Indebtedness encumbering property of the type permitted under Section 9.01(b); provided that (i) such Lien is granted within 60 days after such Indebtedness is incurred, (ii) the Indebtedness secured thereby does not exceed the lesser of the cost and the fair market value of the equipment at the time of such acquisition and (iii) such Lien encumbers only the assets acquired with the proceeds of such Indebtedness or the assets leased or purported to be leased under such Capitalized Leases, as the case may be, and the proceeds thereof; ​ (d) Liens arising by operation of law in favor any Nexstar Entity consisting of carriers, warehousemen, mechanics, materialmen materialmen, repairmen and landlords and other Liens arising by operation of law and incurred in the ordinary course of business for amounts sums which are not yet overdue or which are being diligently contested in good faith by appropriate proceedings that stay execution and (if so contested) for which appropriate reserves with respect thereto have been established and maintained on the books of such Lien and for which adequate reserves Nexstar Entity in accordance with GAAP shall have been established on its booksGAAP; (ed) Liens encumbering property of any Nexstar Entity incurred or deposits made in the ordinary course of business (i) in connection with worker’s workers’ compensation, unemployment insurance insurance, or other forms of governmental insurance or ​ ​ benefits, or to secure performance of bids, tenders, statutory obligations, bidsleases, leases or other similar obligations and contracts (other than for borrowed moneyIndebtedness) entered into in the ordinary course of business of such Nexstar Entity or (ii) to secure obligations on surety, performance or appeal or performance bondsbonds so long as the obligations secured by Liens under this clause (ii) do not exceed $4,000,000 in the aggregate at any time outstanding for all Nexstar Entities; (f) Judgment Liens in existence for less than 60 days after the entry thereof, or with respect to which execution has been bonded, stayed or the payment of which is covered in full by insurance or surety bonds, and which Judgment Liens do not otherwise result in an Event of Default under Section 10.01(g); ​ (ge) easements, rights-of-way, reservations, permits, servitudes, zoning restrictions, defects or irregularities in title and similar restrictions and other similar encumbrances notor title defects (i) described in the Mortgage Policies or (ii) which, in each casethe aggregate, interfering are not substantial in amount, and which do not in any material respect with case materially detract from the value or use of the property subject thereto or interfere with the ordinary conduct of the business of any Nexstar Entity; (f) judgment Liens securing amounts not in excess of (i) $4,000,000 and (x) in existence less than 30 days after the entry thereof, (y) with respect to which execution has been stayed or (z) with respect to which the appropriate insurance carrier has agreed in writing that there is coverage by insurance or (ii) $4,000,000 in the aggregate at any time outstanding for all Nexstar Entities; (g) Liens securing documentary letters of credit; provided such Liens attach only to the property or goods to which such Lien is attachedletter of credit relates; (h) purchase money security interests encumbering, or Liens otherwise encumbering at the time of the acquisition thereof by the Borrower or its Subsidiaries, (i) Real Property, provided that such security interests and Liens do not secure amounts in excess of $4,000,000 in the aggregate at any time outstanding for Taxesthe Borrower and its Subsidiaries and (ii) equipment, assessments furniture, machinery or other governmental charges assets hereafter acquired by the Borrower or levies (excluding its Subsidiaries for normal business purposes, and refinancings, renewals and extensions of such security interests and Liens, provided that such security interests and Liens do not secure amounts in excess of $7,500,000 in the aggregate at any Lien imposed pursuant to time outstanding for the provisions of ERISA or any Canadian Pension Plan) not yet due Borrower and payable, or that are being diligently contested in good faith by appropriate proceedings that stays execution and for which adequate reserves in accordance with GAAP shall have been established on its booksSubsidiaries; (i) interests in Leaseholds under which a Nexstar Entity is a lessor, provided such Leaseholds are otherwise not prohibited by the terms of this Agreement; (j) bankers’ Liens arising in the ordinary course respect of business by virtue of any contractual, statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies covering deposit accounts that are not part of the perfected Collateral; (k) Liens created by the Security Documents; (l) Liens represented by the escrow of cash or securities accounts (including funds Cash Equivalents, and the earnings thereon, securing the obligations of the Borrower or any of its Subsidiaries under any agreement to Acquire, or pursuant to which it Acquired, Reinvestment Assets in accordance with this Agreement or other assets credited theretowhich it is permitted to Acquire pursuant to Section 7.04 (including by waiver or consent) or securing the obligations of the Borrower or any of its Subsidiaries to the seller of the property under any agreement pursuant to which the Borrower or any of its Subsidiaries may Acquire Reinvestment Assets in accordance with this Agreement or other funds maintained with a depository institution assets which the Borrower or securities intermediaryits Subsidiaries are permitted to Acquire pursuant to Section 7.04 (including by waiver or consent); and (m) other Liens, so long as the applicable provisions of Section 8.12 have been complied with in respect of such deposit accounts and securities accounts; ​ (j) any interest or title of a lessor, licensor or sublessor under any lease, license or sublease (and precautionary UCC filings or PPSA registrations with respect thereto) entered into by any such Credit Party or Subsidiary obligations secured thereby do not exceed $4,000,000 in the ordinary course of its business and covering only the assets so leased, licensed or subleased; ​ aggregate (kfor all Nexstar Entities) Liens solely on at any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by such Person in connection with any letter of intent or purchase agreement permitted hereunder; ​ (l) Liens of sellers of goods to such Person arising under Article II of the Uniform Commercial Code or similar provisions of Applicable Law in the ordinary course of business, covering only the goods sold or securing only the unpaid purchase price of such goods and related expenses to the extent such Indebtedness is permitted hereunder; ​ (m) Liens on insurance policies and the proceeds thereof securing the financing of premiums with respect thereto to the extent such financing is permitted under Section 9.01(g); ​ (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits so long as the applicable provisions of Sectiontime outstanding.

Limitation on Liens. Each Credit Party The Borrower will not, and will not permit any of its the Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of any the Borrower or such Person (including its Capital Stock)Subsidiary, whether now owned or hereafter acquired, except for the following (collectively, the “Permitted Liens”): ​except: (a) Liens securing payment arising under the Credit Documents, including the Orders (which, for the avoidance of doubt, include ▇▇▇▇▇ granted as adequate protection on account of the Obligations; ​Primed Liens); (b) Liens existing as of the Closing Date or, on and after the Third Amendment Initial Funding Date, the Third Amendment Initial Funding Date and disclosed in Schedule 9.02 securing Indebtedness permitted to be incurred pursuant to Section 10.1(c) and any cash management obligations (including the Existing Cash Management Obligations) and Hedging Obligations (including the Existing Hedging Obligations) secured under Section 9.01(c)the same security documents in respect of the DIP ABL Facility; provided that no such Lien shall encumber any additional property and the amount of Indebtedness secured by such Lien Liens shall not attach to any assets or property that is not Collateral and shall be increased or its term extended from that existing on the Closing Date or the Third Amendment Initial Funding Date, as applicable (as such Indebtedness may be permanently reduced subsequent subject to the Closing Datesuch date) except to the extent permitted by Section 9.01(c); ​DIP ABL Intercreditor Agreement; (c) Liens securing the Prepetition First Lien Debt; (d) Liens securing Indebtedness of the type permitted under pursuant to Section 9.01(b10.1(h); provided that (i) except as otherwise permitted hereby, such Lien is granted within 60 days after such Indebtedness is incurred, (ii) the Indebtedness secured thereby does not exceed the lesser of the cost and the fair market value of the equipment Liens attach at the time of such acquisition and (iii) such Lien encumbers all times only to the assets acquired so financed except (1) for accessions to the property financed with the proceeds of such Indebtedness or the assets leased or purported to be leased under such Capitalized Leases, as the case may be, and the proceeds thereof; ​ and the products thereof and (d2) Liens arising that individual financings of equipment provided by operation one lender may be cross collateralized to other financings of law in favor of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for amounts not yet overdue or being diligently contested in good faith equipment provided by appropriate proceedings that stay execution of such Lien and for which adequate reserves in accordance with GAAP shall have been established on its bookslender; (e) Liens incurred or deposits made in existing on the ordinary course of business in connection with worker’s compensation, unemployment insurance or other forms of governmental insurance or ​ ​ benefits, or to secure performance of tenders, statutory obligations, bids, leases or other similar obligations (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety, appeal or performance bondsPetition Date; (f) Judgment Liens in existence for less than 60 days after on assets of the entry thereof, or with respect to which execution has been bonded, stayed or the payment of which is covered in full by insurance or surety bonds, and which Judgment Liens do not otherwise result in an Event of Default Debtors securing Indebtedness permitted under Section 10.01(g10.1(c); ​; (g) easements, rights-of-way, zoning restrictions, defects or irregularities in title and other similar encumbrances not, in each case, interfering in any material respect with (i) prior to the value or use incurrence of the property DIP ABL Facility, Liens over cash and Cash Equivalents securing the Existing Letters of Credit, Existing Cash Management Obligations and Existing Hedging Obligations and (ii) on and after the incurrence of the DIP ABL Facility, Liens over cash and Cash Equivalents securing Existing Letters of Credit not deemed to which such Lien is attachedbe issued under the definitive documentation in respect of the DIP ABL Facility; (h) additional Liens for Taxes, assessments on assets of any Subsidiary that is not a Credit Party securing Indebtedness of such Subsidiary permitted pursuant to Section 10.1 (or other governmental charges or levies (excluding any Lien imposed pursuant to the provisions obligations of ERISA or any Canadian Pension Plan) such Subsidiary not yet due and payable, or that are being diligently contested in good faith by appropriate proceedings that stays execution and for which adequate reserves in accordance with GAAP shall have been established on its booksconstituting Indebtedness); (i) [reserved]; (j) [reserved]; (k) additional Liens arising in securing obligations of the ordinary course of business by virtue of any contractual, statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights Credit Parties (other than obligations for borrowed money) and remedies covering deposit accounts or securities accounts (including funds or other assets credited thereto) or other funds maintained with a depository institution or securities intermediarySubsidiaries that are not Credit Parties, so long as the applicable provisions aggregate amount of Section 8.12 have been complied with in respect obligations secured thereby at any time outstanding does not exceed $20,000,000 at the time of such deposit accounts and securities accounts; ​ (j) any interest incurrence or title of a lessor, licensor or sublessor under any lease, license or sublease (and precautionary UCC filings or PPSA registrations with respect thereto) entered into by any such Credit Party or Subsidiary in the ordinary course of its business and covering only the assets so leased, licensed or subleased; ​ (k) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by such Person in connection with any letter of intent or purchase agreement permitted hereunder; ​issuance; (l) Liens of sellers of goods to such Person arising under Article II of the Uniform Commercial Code or similar provisions of Applicable Law in the ordinary course of business, covering only the goods sold or securing only the unpaid purchase price of such goods and related expenses to the extent such Indebtedness is permitted hereunder; ​[reserved]; (m) Liens on insurance policies and the proceeds thereof securing the financing of premiums with respect thereto to the extent such financing is permitted under Section 9.01(g)Permitted Encumbrances; ​and (n) Liens the supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, extension or renewal of any Lien permitted by clause (including e) of this Section 10.2 upon or in the right of setsame assets theretofore subject to such Lien (or upon or in after-off) in favor of a bank acquired property that is affixed or other depository institution arising as a matter of law encumbering deposits so long as incorporated into the applicable provisions of Sectionproperty covered by such Lien and accessions thereto or any proceeds or products thereof.

Limitation on Liens. Each Credit Party (a) The Issuer will not, and will not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien upon any property or assets of any kind (real other than Permitted Liens) upon any Collateral securing the Notes, now owned or personalhereafter acquired. (b) The Issuer shall not, tangible and shall not permit any Restricted Subsidiary to, create, incur, assume or intangible) otherwise cause or suffer to exist or become effective any Lien of any such Person kind (including its Capital Stock), whether other than Permitted Liens) upon any of their property or assets (other than Collateral securing the Notes) now owned or hereafter acquired, except for in order to secure any Indebtedness, unless all payments due under this Indenture and the following Notes are secured by a Lien on such property or assets on an equal and ratable basis with the Indebtedness so secured (collectivelyor, in the “Permitted Liens”): ​case of Indebtedness subordinated to the Notes or the related Note Guarantees, senior in priority thereto, with the same relative priority as the Notes shall have with respect to such subordinated Indebtedness) until such time as such Indebtedness is no longer secured by a Lien. (ac) Any Lien securing the Notes or a Note Guarantee granted pursuant to Section 4.7(b) shall be automatically and unconditionally released and discharged upon: (1) the release of all other Liens securing payment that require the grant of Liens to secure the Notes or Note Guarantees pursuant to Section 4.7(b), (2) any sale, exchange or transfer to any Person not an Affiliate of the Obligations; ​ (b) Liens existing as Issuer of the Closing Date or, on and after the Third Amendment Initial Funding Date, the Third Amendment Initial Funding Date and disclosed in Schedule 9.02 securing Indebtedness permitted under Section 9.01(c); provided that no such Lien shall encumber any additional property and the amount of Indebtedness or assets secured by such Lien shall (provided that such Lien will be released only with respect to such property or assets), (3) any sale, exchange or transfer, in compliance with this Indenture, to any Person not an Affiliate of the Issuer of all of the Capital Stock held by the Issuer or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Lien (provided that such Lien will be increased or its term extended from that existing on the Closing Date or the Third Amendment Initial Funding Date, as applicable (as such Indebtedness may be permanently reduced subsequent released only with respect to the Closing Datesuch date) except to the extent permitted by Section 9.01(c); ​ (c) Liens securing Indebtedness of the type permitted under Section 9.01(b); provided that (i) such Lien is granted within 60 days after such Indebtedness is incurred, (ii) the Indebtedness secured thereby does not exceed the lesser of the cost Capital Stock and the fair market value of the equipment at the time assets of such acquisition and Restricted Subsidiary sold, exchanged or transferred), or (iii4) such with respect to any Lien encumbers only securing a Note Guarantee, the assets acquired with the proceeds release of such Indebtedness or the assets leased or purported to be leased under such Capitalized Leases, as the case may be, and the proceeds thereof; ​ (d) Liens arising by operation of law in favor of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for amounts not yet overdue or being diligently contested in good faith by appropriate proceedings that stay execution of such Lien and for which adequate reserves Note Guarantee in accordance with GAAP shall have been established on its books; (e) Liens incurred or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other forms of governmental insurance or ​ ​ benefits, or to secure performance of tenders, statutory obligations, bids, leases or other similar obligations (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety, appeal or performance bonds; (f) Judgment Liens in existence for less than 60 days after the entry thereof, or with respect to which execution has been bonded, stayed or the payment of which is covered in full by insurance or surety bonds, and which Judgment Liens do not otherwise result in an Event of Default under Section 10.01(g); ​ (g) easements, rights-of-way, zoning restrictions, defects or irregularities in title and other similar encumbrances not, in each case, interfering in any material respect with the value or use of the property to which such Lien is attached; (h) Liens for Taxes, assessments or other governmental charges or levies (excluding any Lien imposed pursuant to the provisions of ERISA or any Canadian Pension Plan) not yet due and payable, or that are being diligently contested in good faith by appropriate proceedings that stays execution and for which adequate reserves in accordance with GAAP shall have been established on its books; (i) Liens arising in the ordinary course of business by virtue of any contractual, statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies covering deposit accounts or securities accounts (including funds or other assets credited thereto) or other funds maintained with a depository institution or securities intermediary, so long as the applicable provisions of Section 8.12 have been complied with in respect of such deposit accounts and securities accounts; ​ (j) any interest or title of a lessor, licensor or sublessor under any lease, license or sublease (and precautionary UCC filings or PPSA registrations with respect thereto) entered into by any such Credit Party or Subsidiary in the ordinary course of its business and covering only the assets so leased, licensed or subleased; ​ (k) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by such Person in connection with any letter of intent or purchase agreement permitted hereunder; ​ (l) Liens of sellers of goods to such Person arising under Article II of the Uniform Commercial Code or similar provisions of Applicable Law in the ordinary course of business, covering only the goods sold or securing only the unpaid purchase price of such goods and related expenses to the extent such Indebtedness is permitted hereunder; ​ (m) Liens on insurance policies and the proceeds thereof securing the financing of premiums with respect thereto to the extent such financing is permitted under Section 9.01(g); ​ (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits so long as the applicable provisions of Sectionthis Indenture.

Limitation on Liens. Each Credit Party (A) [Reserved.] (B) The Company will not, and will not permit any of its Subsidiaries Subsidiary Loan Party to, directly or indirectly, create, incur, assume or suffer permit to exist any Lien upon on any property or assets of any kind (real or personal, tangible or intangible) of any such Person (including its Capital Stock), whether Collateral now owned or hereafter acquiredacquired by it, except for the following or assign or sell any income or revenues (collectivelyincluding accounts receivable) or rights in respect of any thereof, the “except: Permitted Liens”): ​ (a) Liens securing payment Encumbrances; any Lien on any property or asset of the Obligations; ​ (b) Liens existing as of the Closing Date or, on and after the Third Amendment Initial Funding Date, the Third Amendment Initial Funding Date and disclosed in Schedule 9.02 securing Indebtedness permitted under Section 9.01(c); provided that no such Lien shall encumber Company or any additional property and the amount of Indebtedness secured by such Lien shall not be increased or its term extended from that Subsidiary Loan Party existing on the Closing Restatement Effective Date or the Third Amendment Initial Funding Date, as applicable (as such Indebtedness may be permanently reduced subsequent to the Closing Datesuch date) except to the extent permitted by Section 9.01(c); ​ (c) Liens securing Indebtedness of the type permitted under Section 9.01(b)and set forth in Schedule 5.08; provided that (i) such Lien is granted shall not apply to any other property or asset of the Company or any Subsidiary Loan Party and (ii) such Lien shall secure only those obligations which it secures on the Restatement Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; Liens on fixed or capital assets acquired, constructed or improved by the Company or any Subsidiary Loan Party; provided that (i) such security interests secure Indebtedness permitted by clause (i) of Section 5.10, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 60 120 days after such acquisition or the completion of such construction or improvement (or are incurred to extend, renew or replace security interests and Indebtedness is incurredpreviously incurred in compliance with this clause), (iiiii) the Indebtedness secured thereby does not exceed the lesser 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 cost and Company or any Subsidiary Loan Party; Liens granted on the fair market value of Collateral pursuant to the equipment at the time of such acquisition and (iii) such Lien encumbers only the assets acquired with the proceeds of such Indebtedness or the assets leased Collateral Documents; precautionary or purported Liens evidenced by the filing of UCC financing statements or similar financing statements under applicable law relating solely to be leased the sale of Receivables Facility Assets and related assets in connection with any Specified Receivables Facility; Liens (including any precautionary UCC financing statements or similar financing statements under such Capitalized Leasesapplicable law) on Receivables Facility Assets securing Specified Receivables Facilities; licenses or sublicenses of, as the case may becovenants not to sue under, and the proceeds thereof; ​ (d) Liens arising by operation of law in favor of carriers, warehousemen, mechanics, materialmen and landlords incurred or other rights to use any Intellectual Property granted in the ordinary course of business for amounts not yet overdue (including licenses or being diligently contested in good faith sublicenses by appropriate proceedings that stay execution of such Lien and for which adequate reserves in accordance with GAAP shall have been established the Company or any Subsidiary Loan Party to any Foreign Subsidiary); Liens securing Indebtedness incurred pursuant to Section 5.10(l); other Liens on its books; (e) Liens incurred or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other forms of governmental insurance or ​ ​ benefits, or to secure performance of tenders, statutory obligations, bids, leases or other similar obligations (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety, appeal or performance bonds; (f) Judgment Liens in existence for less than 60 days after the entry thereof, or with respect to which execution has been bonded, stayed or the payment of which is covered in full by insurance or surety bonds, and which Judgment Liens do not otherwise result Non-ABL Priority Collateral securing Permitted Non-ABL Indebtedness in an Event of Default under Section 10.01(g)aggregate principal amount not exceeding $750,000,000; ​ (g) easements, rightsand second priority Liens on ABL Priority Collateral securing Permitted Non-of-way, zoning restrictions, defects or irregularities ABL Indebtedness; provided that such second priority Liens are subject to an Intercreditor Agreement providing that such Liens rank junior in title and other similar encumbrances not, in each case, interfering in any material respect with the value or use of the property to which such Lien is attached; (h) Liens for Taxes, assessments or other governmental charges or levies (excluding any Lien imposed pursuant priority to the provisions of ERISA or any Canadian Pension Plan) not yet due and payable, or that are being diligently contested in good faith by appropriate proceedings that stays execution and for which adequate reserves in accordance with GAAP shall have been established on its books; (i) Liens arising in the ordinary course of business by virtue of any contractual, statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies covering deposit accounts or securities accounts (including funds or other assets credited thereto) or other funds maintained with a depository institution or securities intermediary, so long as the applicable provisions of Section 8.12 have been complied with in respect of such deposit accounts and securities accounts; ​ (j) any interest or title of a lessor, licensor or sublessor under any lease, license or sublease (and precautionary UCC filings or PPSA registrations with respect thereto) entered into by any such Credit Party or Subsidiary in the ordinary course of its business and covering only the assets so leased, licensed or subleased; ​ (k) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by such Person in connection with any letter of intent or purchase agreement permitted hereunder; ​ (l) Liens of sellers of goods to such Person arising under Article II of the Uniform Commercial Code or similar provisions of Applicable Law in the ordinary course of business, covering only the goods sold or securing only the unpaid purchase price of such goods and related expenses to the extent such Indebtedness is permitted hereunder; ​ (m) Liens on insurance policies and the proceeds thereof ABL Priority Collateral securing the financing of premiums with respect thereto to the extent such financing is permitted under Section 9.01(g); ​ (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits so long as the applicable provisions of SectionObligations.

Limitation on Liens. Each Credit Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, createCreate, incur, assume or suffer to exist any Lien upon any property of its property, assets or assets of any kind (real or personal, tangible or intangible) of any such Person (including its Capital Stock)revenues, whether now owned or hereafter acquired, except for the following (collectively, the “Permitted Liens”): ​except: (a) Liens securing payment Indebtedness in an aggregate amount not exceeding $75,000,000 at any time outstanding in respect of (i) capitalized lease obligations and purchase money obligations for fixed or capital assets; provided that (x) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (y) the Indebtedness secured thereby shall not exceed the cost or fair market value, whichever is lower, of the Obligations; ​property being acquired on the date of acquisition and (ii) Indebtedness permitted pursuant to subsection 7.5(j); (b) Liens existing as on assets of the Closing Date or, on and after the Third Amendment Initial Funding Date, the Third Amendment Initial Funding Date and disclosed in Schedule 9.02 securing Indebtedness permitted under Section 9.01(c)a Foreign Subsidiary which is not a Foreign Subsidiary Borrower to secure Permitted Foreign Debt of such Foreign Subsidiary; provided that no such Lien shall encumber any additional property and Permitted Foreign Debt is not guaranteed by the amount of Indebtedness secured by such Lien shall not be increased or its term extended from that existing on the Closing Date or the Third Amendment Initial Funding Date, as applicable (as such Indebtedness may be permanently reduced subsequent to the Closing Datesuch date) except to the extent permitted by Section 9.01(c); ​Borrower; (c) Liens securing Indebtedness for taxes and special assessments not yet due or which are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the type permitted under Section 9.01(b); provided that (i) such Lien is granted within 60 days after such Indebtedness is incurred, (ii) the Indebtedness secured thereby does not exceed the lesser of the cost Borrower and the fair market value of the equipment at the time of such acquisition and (iii) such Lien encumbers only the assets acquired its Subsidiaries in accordance with the proceeds of such Indebtedness or the assets leased or purported to be leased under such Capitalized Leases, as the case may be, and the proceeds thereof; ​GAAP; (d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith and by operation appropriate proceedings; (e) pledges or deposits in connection with workmen’s compensation, unemployment insurance and other social security legislation; (f) deposits to secure the performance of law in favor bids, trade contracts (other than for borrowed money), leases, statutory and other obligations required by law, surety and appeal bonds, performance bonds and other obligations of carriers, warehousemen, mechanics, materialmen and landlords a like nature incurred in the ordinary course of business for amounts not yet overdue or being diligently contested in good faith by appropriate proceedings that stay execution of such Lien and for which adequate reserves in accordance with GAAP shall have been established on its booksbusiness; (e) Liens incurred or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other forms of governmental insurance or ​ ​ benefits, or to secure performance of tenders, statutory obligations, bids, leases or other similar obligations (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety, appeal or performance bonds; (f) Judgment Liens in existence for less than 60 days after the entry thereof, or with respect to which execution has been bonded, stayed or the payment of which is covered in full by insurance or surety bonds, and which Judgment Liens do not otherwise result in an Event of Default under Section 10.01(g); ​ (g) easements, rights-of-way, zoning restrictions, defects or irregularities in title restrictions and other similar encumbrances notincurred in the ordinary course of business and other Liens incurred in the ordinary course of business which, in each casethe aggregate, interfering do not in any material respect with case materially detract from the value or use of the property to which such Lien is attachedsubject thereto or interfere with the ordinary conduct of the business of the Borrower or its Subsidiaries; (h) Liens for Taxesresulting from judgments of any court or governmental proceeding, assessments or other governmental charges or levies (excluding any Lien imposed pursuant to provided such Liens in the provisions aggregate do not constitute an Event of ERISA or any Canadian Pension Plan) not yet due and payable, or that are being diligently contested in good faith by appropriate proceedings that stays execution and for which adequate reserves in accordance with GAAP shall have been established on its booksDefault under subsection 8(h); (i) Liens arising in existence on the ordinary course of business by virtue of any contractual, statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies covering deposit accounts or securities accounts (including funds or other assets credited thereto) or other funds maintained with a depository institution or securities intermediary, so long as the applicable provisions of Section 8.12 have been complied with Closing Date described in respect of such deposit accounts and securities accounts; ​Schedule 7.1(i); (j) any interest or title of a lessor, licensor or sublessor under any lease, license or sublease (and precautionary UCC filings or PPSA registrations with respect thereto) entered into by any such Credit Party or Subsidiary in the ordinary course of its business and covering only the assets so leased, licensed or subleased; ​ (k) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by such Person in connection with any letter of intent or purchase agreement permitted hereunder; ​ (l) Liens of sellers landlords or of goods to such Person mortgagees of landlords, arising under Article II solely by operation of the Uniform Commercial Code or similar provisions of Applicable Law law, on fixtures located on premises leased in the ordinary course of business, covering only provided that the goods sold or securing only rental payments secured thereby are not overdue beyond all applicable notice and cure periods; (k) Liens contemplated under Section 4.12 of the unpaid purchase price of such goods and related expenses to the extent such Indebtedness is permitted hereunder; ​Existing Senior Subordinated Notes Indentures; (l) Liens created on Sold Receivables under any Receivables Purchase Facility; (m) Liens on insurance policies and created by or pursuant to this Agreement or the proceeds thereof securing the financing of premiums with respect thereto to the extent such financing is permitted under Section 9.01(g); ​other Loan Documents; (n) Liens on assets of Foreign Subsidiaries arising by operation of law or pursuant to customary business practice and not known to the Borrower to materially affect the value of such assets; (including o) purchase money Liens on assets acquired with seller-financed Indebtedness permitted pursuant to subsection 7.5(m), so long as such Liens encumber only assets (and proceeds thereof) acquired with such Indebtedness and do not secure any other Indebtedness; (p) liens on securities and cash securing obligations under Hedging Agreements; (q) the right title and interest of a lessor or sublessor in and to property leased or subleased (other than through a capital lease), in each case extending only to such property; (r) liens arising from precautionary Uniform Commercial Code financing statement filings; (s) customary rights of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower or any of its Subsidiaries maintains deposits (other than deposits intended as cash collateral) in favor the ordinary course of business; (t) liens arising from licensing agreements; and (u) any lien existing on any property or asset prior to the acquisition thereof by the Borrower (including in connection with a bank Permitted Acquisition); provided that (i) such lien is not created in contemplation of or in connection with such acquisition, (ii) such lien shall not apply to any other depository institution arising as a matter property or assets of law encumbering deposits so long as the applicable provisions Borrower or any Subsidiary (other than proceeds or products thereof), (iii) such lien shall secure only those obligations which it secures on the date of Sectionsuch acquisition and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof and (iv) such liens are not “blanket liens” on all assets subject to such acquisition.

Limitation on Liens. Each Credit Party The Borrower will notnot incur, create, assume, or permit to exist, and will not permit any of its Subsidiaries to, directly or indirectlySubsidiary to incur, create, incurassume, assume or suffer permit to exist exist, any Lien upon any property of its property, assets, or assets of any kind (real or personal, tangible or intangible) of any such Person (including its Capital Stock)revenues, whether now owned or hereafter acquired, except for the following (collectively, the “Permitted Liens”): ​except: (a) Liens securing payment disclosed on Schedule 9.2 hereto and Liens in favor of the Obligations; ​Agent for the benefit of the Lenders; (b) Liens existing as of the Closing Date orfor taxes, on assessments, or other governmental charges which are not delinquent or which are being diligently contested in good faith and after the Third Amendment Initial Funding Date, the Third Amendment Initial Funding Date and disclosed in Schedule 9.02 securing Indebtedness permitted under Section 9.01(c); provided that no such Lien shall encumber any additional property and the amount of Indebtedness secured by such Lien shall not be increased or its term extended from that existing on the Closing Date or the Third Amendment Initial Funding Date, as applicable (as such Indebtedness may be permanently reduced subsequent to the Closing Datesuch date) except to the extent permitted by Section 9.01(c); ​for which adequate reserves have been established; (c) Liens securing Indebtedness of the type permitted under Section 9.01(b); provided that (i) such Lien is granted within 60 days after such Indebtedness is incurredmechanics, (ii) the Indebtedness secured thereby does not exceed the lesser of the cost and the fair market value of the equipment at the time of such acquisition and (iii) such Lien encumbers only the assets acquired with the proceeds of such Indebtedness or the assets leased or purported to be leased under such Capitalized Leases, as the case may be, and the proceeds thereof; ​ (d) Liens arising by operation of law in favor of carriersmaterialmen, warehousemen, mechanicscarriers, materialmen landlords or other similar statutory Liens securing obligations that are not yet due and landlords are incurred in the ordinary course of business for amounts not yet overdue or being diligently contested in good faith by appropriate proceedings that stay execution of such Lien and for which adequate reserves in accordance with GAAP shall have been established on its booksbusiness; (ed) Liens incurred or resulting from good faith deposits made in the ordinary course to secure payments of business in connection with worker’s compensation, unemployment insurance workmen's compensation or other forms of governmental insurance or ​ ​ benefits, social security programs or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases or other similar obligations contracts (other than for borrowed money) entered into payment of Debt), or leases made in the ordinary course of business or to secure obligations business; (e) Liens on suretythe Litigation Fund Account in favor of County Bank of Rehoboth Beach, appeal or performance bondsDelaware; (f) Judgment purchase money Liens securing Permitted Debt described in existence for less than 60 days after Section 9.1(i), provided that the entry thereof, or with respect to which execution has been bonded, stayed or Debt secured by any such Lien encumbers only the payment of which is covered in full by insurance or surety bonds, and which Judgment Liens do not otherwise result in an Event of Default under Section 10.01(g); ​asset so purchased; (g) easements, rights-of-way, zoning restrictions, defects or irregularities financing statements filed in title and other similar encumbrances not, in each case, interfering in any material respect connection with the value or use of the property to which such Lien is attachedoperating lease transactions for computers; (h) Liens for Taxes, assessments in favor of a landlord of a Leased Location on only the assets of the Borrower or other governmental charges or levies any Subsidiary located at such Lease Location so long as no financing statement will be filed in connection with such Lien unless (excluding any Lien imposed pursuant i) the collateral description listed on such financing statement is limited to the provisions assets of ERISA the Borrower or any Canadian Pension Planapplicable Subsidiary located at such Leased Location, and (ii) not yet due if requested by the Agent or the Required Lenders, the Borrower or applicable Subsidiary has obtained a Waiver for such Leased Location from such landlord (subject in all respects to a best efforts standard of performance), such Waiver to be in form and payable, or that are being diligently contested in good faith by appropriate proceedings that stays execution and for which adequate reserves in accordance with GAAP shall have been established on its books;substance satisfactory to the Agent; and (i) Liens arising in favor of former holders of equity interests in a Target on holdback and escrow accounts established by the ordinary course of business by virtue Borrower pursuant to purchase agreements related to Permitted Acquisitions. Neither the Borrower nor any Subsidiary shall enter into or assume any agreement (other than the Loan Documents) prohibiting the creation or assumption of any contractual, statutory Lien upon its properties or common law provision relating to banker’s Liens, rights of set-off assets whether now owned or similar rights and remedies covering deposit accounts or securities accounts (including funds or other assets credited thereto) or other funds maintained with a depository institution or securities intermediary, so long as the applicable provisions of Section 8.12 have been complied with in respect of such deposit accounts and securities accountshereafter acquired; ​ (j) any interest or title of a lessor, licensor or sublessor under any lease, license or sublease (and precautionary UCC filings or PPSA registrations with respect thereto) entered into by any such Credit Party or Subsidiary in the ordinary course of its business and covering only the assets so leased, licensed or subleased; ​ (k) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by such Person provided that in connection with the creation of purchase money Liens permitted hereby, the Borrower or the Subsidiary may agree that it will not permit any letter of intent or purchase agreement permitted hereunder; ​ (l) Liens of sellers of goods to such Person arising under Article II of the Uniform Commercial Code or similar provisions of Applicable Law in the ordinary course of business, covering only the goods sold or securing only the unpaid purchase price of such goods and related expenses to the extent such Indebtedness is permitted hereunder; ​ (m) Liens on insurance policies and the proceeds thereof securing the financing of premiums with respect thereto to the extent such financing is permitted under Section 9.01(g); ​ (n) other Liens (including other than the right of set-off) Liens in favor of a bank the Agent for the benefit of the Lenders) to encumber the assets subject to such purchase money Lien. Further, the Borrower will not and will not permit any Subsidiaries directly or indirectly to create or otherwise cause or suffer to exist to become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to: (i) pay dividends or make any other depository institution arising as a matter distribution on any of law encumbering deposits so long as such Subsidiaries' capital stock owned by the applicable Borrower or any Subsidiary of the Borrower; (ii) subject to subordination provisions pay any Debt owed to the Borrower or any other Subsidiary; (iii) make loans or advances to the Borrower or any other Subsidiary; or (iv) transfer any of Sectionits properties or assets to the Borrower or any other Subsidiary not restricted hereby.

Limitation on Liens. Each Credit Party Except with the prior written consent of the Majority Banks, the Borrower and Stena AB will not, and will not shall procure that no other member of the Stena AB Group will:- (A) create or incur or permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist subsist any Lien upon (other than a Permitted Ship Lien) on the whole or any part of any property or rights which is or are presently or may in future during the Security Period be subject to any Lien in favour of the Security Agent pursuant to the Security Documents or over any Earnings of any Shipowner or Stena Charterer in relation to any Mortgaged Ship; or (B) create or incur any Lien (other than Permitted Liens) on or with respect to any other property or assets of Stena AB or any kind (real or personal, tangible or intangible) of any such Person (including its Capital Stock), whether Subsidiary thereof now owned or hereafter acquiredacquired to secure Debt of any person without making, except or causing such Subsidiary to make, effective provision for securing the following (collectively, the “Permitted Liens”): ​ (a) Liens securing payment of the Obligations; ​ (b) Liens existing as of the Closing Date Outstanding Indebtedness equally and rateably with such Debt or, on in the event such Debt is subordinate in right of payment to the Outstanding Indebtedness, prior to such Debt, as to such property or assets for so long as such Debt shall be so secured provided however that Stena AB and its Subsidiaries may incur Liens to secure any Debt under this paragraph (B) without securing the Outstanding Indebtedness equally and rateably with or prior to such Debt, as applicable, if the outstanding amount of Debt secured by Liens created after the Third Amendment Initial Funding Date, the Third Amendment Initial Funding Date date of this Agreement and disclosed in Schedule 9.02 securing Indebtedness permitted under Section 9.01(c); provided that no such Lien shall encumber any additional property and the amount of Indebtedness secured otherwise prohibited by such Lien shall not be increased or its term extended from that existing on the Closing Date or the Third Amendment Initial Funding Date, as applicable (as such Indebtedness may be permanently reduced subsequent to the Closing Datesuch date) except to the extent permitted by Section 9.01(c); ​ (c) Liens securing Indebtedness of the type permitted under Section 9.01(b); provided that (i) such Lien is granted within 60 days after such Indebtedness is incurred, (ii) the Indebtedness secured thereby this Agreement does not exceed the lesser of the cost and the fair market value of the equipment at the time of such acquisition and (iii) such Lien encumbers only the assets acquired incurrence, when aggregated with the proceeds outstanding amount of such Indebtedness or Debt secured by Liens created after 1 October 1997 but before the assets leased or purported to be leased under such Capitalized Leases, as date of this Agreement otherwise prohibited by the case may be, and the proceeds thereof; ​ (d2007 Indenture but which Liens are permitted by Section 10.14(b) Liens arising by operation of law in favor of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for amounts not yet overdue or being diligently contested in good faith by appropriate proceedings that stay execution of such Lien and for which adequate reserves in accordance with GAAP shall have been established on its books; (e) Liens incurred or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other forms of governmental insurance or ​ ​ benefits, or to secure performance of tenders, statutory obligations, bids, leases or other similar obligations (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety, appeal or performance bonds; (f) Judgment Liens in existence for less than 60 days after the entry thereof, or with respect to which execution has been bonded, stayed or the payment of which is covered in full by insurance or surety bonds, and which Judgment Liens do not otherwise result in an Event of Default under Section 10.01(g); ​ (g) easements, rights-of-way, zoning restrictions, defects or irregularities in title and other similar encumbrances not, in each case, interfering in any material respect with the value or use of the property to which such Lien is attached; (h) Liens for Taxes, assessments or other governmental charges or levies (excluding any Lien imposed pursuant to the provisions of ERISA or any Canadian Pension Plan) not yet due and payable, or that are being diligently contested in good faith by appropriate proceedings that stays execution and for which adequate reserves in accordance with GAAP shall have been established on its books;exceed:- (i) 5% of Consolidated Tangible Assets; minus; (ii) the lesser of (a) the Fair Market Value of the Related Collateral and/or other property granted as additional security pursuant to paragraph (O) of the definition of "Permitted Liens" and subject to Liens arising at such time and (b) the maximum amount of Debt secured at such time or thereafter by such additional collateral set forth in the ordinary course of business by virtue of any contractual, statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies covering deposit accounts or securities accounts (including funds a written security or other assets credited thereto) agreement at such time or other funds maintained with a depository institution or securities intermediary, so long as the applicable provisions of Section 8.12 have been complied with in respect of such deposit accounts and securities accounts; ​ (j) any interest or title of a lessor, licensor or sublessor under any lease, license or sublease (and precautionary UCC filings or PPSA registrations thereafter with respect thereto) entered into by any such Credit Party or Subsidiary in the ordinary course of its business and covering only the assets so leased, licensed or subleased; ​ (k) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by such Person in connection with any letter of intent or purchase agreement permitted hereunder; ​ (l) Liens of sellers of goods to such Person arising under Article II of the Uniform Commercial Code or similar provisions of Applicable Law in the ordinary course of business, covering only the goods sold or securing only the unpaid purchase price of such goods and related expenses to the extent such Indebtedness is permitted hereunder; ​ (m) Liens on insurance policies and the proceeds thereof securing the financing of premiums with respect thereto to the extent such financing is permitted under Section 9.01(g); ​ (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits so long as the applicable provisions of Sectionadditional collateral.

Limitation on Liens. Each No Credit Party will notshall, and will not no Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets part of any kind (real or personal, tangible or intangible) of any such Person (including its Capital Stock)Property, whether now owned or hereafter acquired, except for other than the following (collectively, the “Permitted Liens”): ​): (a) any Lien existing on the Property of a Credit Party or a Subsidiary of a Credit Party on the Closing Date and set forth in Schedule 5.1 securing Indebtedness outstanding on such date and permitted by Section 5.5(c), including replacement Liens on the Property currently subject to such Liens securing payment of the Obligations; ​Indebtedness permitted by Section 5.5(c); (b) Liens existing as of the Closing Date or, on and after the Third Amendment Initial Funding Date, the Third Amendment Initial Funding Date and disclosed in Schedule 9.02 securing Indebtedness permitted any Lien created under Section 9.01(c); provided that no such Lien shall encumber any additional property and the amount of Indebtedness secured by such Lien shall not be increased or its term extended from that existing on the Closing Date or the Third Amendment Initial Funding Date, as applicable (as such Indebtedness may be permanently reduced subsequent to the Closing Datesuch date) except to the extent permitted by Section 9.01(c); ​Loan Document; (c) Liens securing Indebtedness of the type permitted under Section 9.01(b); provided that (i) such Lien is granted within 60 days after such Indebtedness is incurredfor taxes, (ii) the Indebtedness secured thereby does not exceed the lesser of the cost and the fair market value of the equipment at the time of such acquisition and (iii) such Lien encumbers only the assets acquired with the proceeds of such Indebtedness fees, assessments or the assets leased or purported to be leased under such Capitalized Leases, as the case may be, and the proceeds thereof; ​ (d) Liens arising by operation of law in favor of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for amounts other governmental charges which are not yet overdue due, not delinquent, remain payable without penalty, or which are being diligently contested in good faith by appropriate proceedings that stay execution diligently conducted and for which adequate reserves are maintained on the books of such Lien the appropriate Person in accordance with GAAP; (d) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s, custom brokers’ or other similar Liens arising in the Ordinary Course of Business which are not delinquent or which are being contested in good faith and by appropriate proceedings diligently prosecuted, which proceedings have the effect of preventing the forfeiture or sale of the Property subject thereto and for which adequate reserves in accordance with GAAP shall have been established on its booksare being maintained; (e) Liens incurred (other than any Lien imposed by ERISA) consisting of pledges or deposits made required in the ordinary course Ordinary Course of business Business in connection with worker’s workers’ compensation, employment insurance, unemployment insurance or and other forms of governmental insurance or ​ ​ benefits, social security legislation or to secure the performance of tenders, statutory obligations, surety, stay, customs and appeals bonds, bids, leases or leases, utilities, governmental contract, trade contracts, performance and return of money bonds and other similar obligations (other than exclusive of obligations for the payment of borrowed money) entered into in the ordinary course of business or to secure obligations on surety, appeal or performance bondsliability to insurance carriers; (f) Judgment Liens consisting of judgment liens, appeal bonds, judicial attachment liens or other similar Liens arising in connection with court proceedings, provided that the enforcement of such Liens is effectively stayed and all such Liens secure judgments the existence for less than 60 days after the entry thereof, or with respect to which execution has been bonded, stayed or the payment of which is covered in full by insurance or surety bonds, and which Judgment Liens do not otherwise result in constitute an Event of Default under Section 10.01(g7.1(h); ​; (g) easements, rights-of-way, zoning and other restrictions, minor defects or other irregularities in title title, and other similar encumbrances notincurred in the Ordinary Course of Business which, either individually or in each casethe aggregate, interfering are not substantial in amount, and which do not in any case materially detract from the value of the Property subject thereto or interfere in any material respect with the value or use ordinary conduct of the property to which such Lien is attachedbusinesses of any Credit Party or any Subsidiary of any Credit Party; (h) Liens for Taxes, assessments any interest or other governmental charges title of a lessor or levies (excluding sublessor under any Lien imposed pursuant to the provisions of ERISA or any Canadian Pension Plan) lease not yet due and payable, or that are being diligently contested in good faith prohibited by appropriate proceedings that stays execution and for which adequate reserves in accordance with GAAP shall have been established on its booksthis Agreement; (i) Liens arising in the ordinary course of business from precautionary uniform commercial code financing statements filed under any lease not prohibited by virtue of any contractual, statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies covering deposit accounts or securities accounts (including funds or other assets credited thereto) or other funds maintained with a depository institution or securities intermediary, so long as the applicable provisions of Section 8.12 have been complied with in respect of such deposit accounts and securities accounts; ​this Agreement; (j) any interest licenses, sublicenses, leases or title of a lessor, licensor or sublessor under any lease, license or sublease (and precautionary UCC filings or PPSA registrations with respect thereto) entered into by any such Credit Party or Subsidiary subleases granted to third parties in the ordinary course Ordinary Course of its Business not interfering with the business and covering only of the assets so leased, licensed Credit Parties or subleasedany of their Subsidiaries; ​and (k) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by such Person in connection with any letter favor of intent or purchase agreement permitted hereunder; ​collecting banks arising under Section 4-210 of the UCC; (l) Liens of sellers of goods to such Person arising under Article II of the Uniform Commercial Code or similar provisions of Applicable Law in the ordinary course of business, covering only the goods sold or securing only the unpaid purchase price of such goods and related expenses to the extent such Indebtedness is permitted hereunder; ​ (m) Liens on insurance policies and the proceeds thereof securing the financing of premiums with respect thereto to the extent such financing is permitted under Section 9.01(g); ​ (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits so long as the applicable provisions of Sectiondeposits.

Limitation on Liens. Each No Credit Party will notshall, and will not no Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets part of any kind (real or personal, tangible or intangible) of any such Person (including its Capital Stock)Property, whether now owned or hereafter acquired, except for other than the following (collectively, the “Permitted Liens”): ​): (a) Liens any Lien existing on the Property of any Credit Party or any Subsidiary of any Credit Party on the Closing Date and set forth in Schedule 5.1 securing payment Indebtedness outstanding on such date permitted by subsection 5.5(c), and any modifications, replacements, renewals, refinancings or extensions thereof; provided that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 5.5, and (B) proceeds and products thereof, and (ii) the replacement, renewal, extension or refinancing of the Obligations; ​obligations secured or benefited by such Liens, to the extent constituting Indebtedness, is permitted by Section 5.5; (b) Liens existing as of the Closing Date or, on and after the Third Amendment Initial Funding Date, the Third Amendment Initial Funding Date and disclosed in Schedule 9.02 securing Indebtedness permitted any Lien created under Section 9.01(c); provided that no such Lien shall encumber any additional property and the amount of Indebtedness secured by such Lien shall not be increased or its term extended from that existing on the Closing Date or the Third Amendment Initial Funding Date, as applicable (as such Indebtedness may be permanently reduced subsequent to the Closing Datesuch date) except to the extent permitted by Section 9.01(c); ​Loan Document; (c) Liens for taxes, fees, assessments or other governmental charges (i) which are not overdue for a period of more than thirty (30) days or that are being contested in good faith and by appropriate actions, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP or the equivalent accounting principles in the relevant local jurisdiction; (d) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other similar Liens arising in the Ordinary Course of Business securing obligations which are not delinquent for more than ninety (90) days or remain payable without penalty or which are being contested in good faith and by appropriate proceedings diligently prosecuted, which proceedings have the effect of preventing the forfeiture or sale of the Property subject thereto and for which adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP or the equivalent accounting principles in the relevant local jurisdiction; (e) Liens consisting of pledges or deposits required in the Ordinary Course of Business in connection with workers’ compensation, health, disability or employee benefits, unemployment insurance and other social security laws or similar legislation or regulation or other insurance-related obligations (including, but not limited to, in respect of deductibles, self-insured retention amounts and premiums and adjustments thereto) or to secure the performance of tenders, statutory obligations, surety, stay, customs and appeals bonds, bids, leases, governmental contracts, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money) or to secure liability to insurance carriers; (f) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 7.1(h); (g) zoning, building codes and other land use laws regulating the use or occupancy of such Real Estate or the activities conducted thereon which are imposed by any Governmental Authority having jurisdiction over such Real Estate that are not violated by the use or occupancy of such Real Estate by, or the operation and conduct of the businesses of, any Credit Party or any Subsidiary of any Credit Party, or any violation which would not have a Material Adverse Effect on the businesses of any Credit Party or any Subsidiary of a Credit Party; (h) easements, covenants, conditions, rights-of-way and other restrictions, defects, encroachments, protrusions and other similar encumbrances and minor title defects affecting title, matters that would be shown on a survey and other similar encumbrances incurred in the Ordinary Course of Business which do not in the aggregate materially interfere with the ordinary conduct of the business of the Credit Parties and the Subsidiaries of any Credit Party, taken as a whole, or the use of the property for its intended purpose; (i) Liens on any Property acquired, held or improved by any Credit Party or any Subsidiary of any Credit Party securing Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the type cost of acquiring, holding or improving such Property and permitted under Section 9.01(bsubsection 5.5(d); provided that (i) any such Lien is granted created within 60 90 days after of the acquisition, construction, repair, lease or improvement of the property subject to such Lien (or is a Lien securing a Permitted Refinancing of Indebtedness is incurredsecured by Liens so created), (ii) such Lien attaches solely to the Indebtedness secured thereby does not exceed the lesser of the cost Property so acquired (except for replacements, additions and accessions to such property) in such transaction and the fair market value of proceeds and products thereof, and the equipment at the time of such acquisition proceeds and products thereof and customary security deposits and (iii) such Lien encumbers only the assets acquired with the proceeds of such Indebtedness or the assets leased or purported respect to be leased under such Capitalized Capital Leases, as such Liens do not at any time extend to or cover any Property (except for replacements, additions and accessions to such assets) other than to the case may be, Property so acquired and the proceeds thereofand products thereof and customary security deposits; ​ (d) Liens arising provided that individual financings of equipment provided by operation one lender may be cross collateralized to other financings of law in favor of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for amounts not yet overdue or being diligently contested in good faith equipment provided by appropriate proceedings that stay execution of such Lien and for which adequate reserves in accordance with GAAP shall have been established on its bookslender; (ej) Liens incurred or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other forms of governmental insurance or ​ ​ benefits, or to secure performance of tenders, statutory obligations, bids, leases or other similar obligations (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety, appeal or performance bondssecuring Capital Lease Obligations permitted under subsection 5.5(d); (f) Judgment Liens in existence for less than 60 days after the entry thereof, or with respect to which execution has been bonded, stayed or the payment of which is covered in full by insurance or surety bonds, and which Judgment Liens do not otherwise result in an Event of Default under Section 10.01(g); ​ (g) easements, rights-of-way, zoning restrictions, defects or irregularities in title and other similar encumbrances not, in each case, interfering in any material respect with the value or use of the property to which such Lien is attached; (h) Liens for Taxes, assessments or other governmental charges or levies (excluding any Lien imposed pursuant to the provisions of ERISA or any Canadian Pension Plan) not yet due and payable, or that are being diligently contested in good faith by appropriate proceedings that stays execution and for which adequate reserves in accordance with GAAP shall have been established on its books; (i) Liens arising in the ordinary course of business by virtue of any contractual, statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies covering deposit accounts or securities accounts (including funds or other assets credited thereto) or other funds maintained with a depository institution or securities intermediary, so long as the applicable provisions of Section 8.12 have been complied with in respect of such deposit accounts and securities accounts; ​ (jk) any interest or title of a lessor, sublessor, licensor or sublessor sublicensor under any lease, lease or license or sublease (and precautionary UCC filings or PPSA registrations with respect thereto) entered into by the Borrower or any such Credit Party or Subsidiary of its Subsidiaries in the ordinary course Ordinary Course of its business and covering only the assets so leased, licensed or subleased; ​ (k) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by such Person in connection with any letter of intent or purchase agreement permitted hereunder; ​Business; (l) Liens arising from precautionary uniform commercial code financing statements or similar filings; (m) non-exclusive licenses and sublicenses granted by a Credit Party or any Subsidiary of sellers a Credit Party, and leases and subleases (by a Credit Party or any Subsidiary of goods a Credit Party, as lessor or sublessor) to such Person third parties in the Ordinary Course of Business of the Credit Parties or any of their Subsidiaries; (n) Liens in favor of collecting banks arising under Article II Section 4-210 of the Uniform Commercial Code or similar provisions of Applicable Law or, with respect to collecting banks located in the ordinary course State of businessNew York, covering only under Section 4-208 of the goods sold or securing only the unpaid purchase price of such goods and related expenses to the extent such Indebtedness is permitted hereunder; ​Uniform Commercial Code; (m) Liens on insurance policies and the proceeds thereof securing the financing of premiums with respect thereto to the extent such financing is permitted under Section 9.01(g); ​ (no) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law or under customary general terms and conditions encumbering deposits or other funds maintained with a financial institution (including the right of set-off) and that are within the general parameters customary in the banking industry or arising pursuant to such banking institution’s general terms and conditions; (p) Liens arising out of consignment or similar arrangements for the sale of goods entered into by any Credit Party or any Subsidiary of a Credit Party in the Ordinary Course of Business; (q) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods in the Ordinary Course of Business; (r) Liens consisting of prepayments and security deposits in connection with leases, utility services and similar transactions entered into by any Credit Party or any Subsidiary of a Credit Party in the Ordinary Course of Business and not required or created as a result of any breach of any Contractual Obligation or default in payment of any obligation; (s) Liens imposed by law or incurred pursuant to customary reservations or retentions of title (including contractual Liens in favor of sellers and suppliers of goods) incurred in the Ordinary Course of Business for sums that are not overdue for a period of more than thirty (30) days or that are being contested in good faith by appropriate proceedings diligently prosecuted and for which adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP or the equivalent accounting principles in the relevant local jurisdiction; provided, however, that in each case the obligations secured by such Liens do not constitute Indebtedness; (t) ▇▇▇▇▇ in favor of any escrow agent solely on and in respect of any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by any Credit Party in connection with any letter of intent or purchase agreement with respect to any Investment expressly permitted hereunder; (u) other Liens securing obligations (other than Indebtedness) in an aggregate principal amount outstanding at any time not to exceed $5,000,000, in each case determined as of the date of incurrence; (v) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 5.4(a); (w) Liens consisting of Contractual Obligations of any Credit Party to sell or otherwise Dispose of Property; provided that (i) such sale or disposition is permitted under Section 5.2, (ii) such Liens extend only to the Property that is the subject of such sale or disposition and (iii) such Contractual Obligations do not constitute Indebtedness; (x) Liens for the benefit of insurance companies and insurance brokers on rights under insurance policies and proceeds thereof securing obligations permitted by subsection 5.5(h); (y) Liens on the Collateral securing Indebtedness permitted by Section 5.5(b), so long as such Liens are subject to an Acceptable Intercreditor Agreement; (z) ▇▇▇▇▇ (i) on cash advances in favor of the applicable provisions seller of Sectionany property to be acquired in an Investment permitted pursuant to Section 5.4 to be applied against the purchase price for such Investment or other acquisition, and (ii) consisting of an agreement to dispose of any property in a Disposition permitted under Section 5.2, in each case, solely to the extent such Investment or other acquisition or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (aa) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by any Credit Party or any Subsidiary of a Credit Party in the Ordinary Course of Business; (bb) Liens encumbering customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts maintained in the Ordinary Course of Business and not for speculative purposes; (cc) Liens that are contractual rights of set-off or rights of pledge (i) relating to the establishment of depository relations with banks or other deposit-taking financial institutions and not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of any Credit Party or any Subsidiary of a Credit Party to permit satisfaction of overdraft or similar obligations incurred in the Ordinary Course of Business of any Credit Party or any Subsidiary of a Credit Party or (iii) relating to purchase orders and other agreements entered into with customers of any Credit Party or any Subsidiary of a Credit Party in the Ordinary Course of Business; (dd) [reserved]; (ee) Liens on specific items of goods and the proceeds thereof of any Person securing such Person’s obligations in respect of letters of credit or banker’s acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or goods in the Ordinary Course of Business; (ff) [reserved]; and (gg) deposits of cash with the owner or lessor of premises leased and operated by any Credit Party or any Subsidiary of any Credit Party to secure the performance of the Borrower’s or such Subsidiary’s obligations under the terms of the lease for such premises. The expansion of Liens by virtue of accrual of interest, the accretion of accreted value, the payment of interest or dividends in the form of additional Indebtedness, amortization of OID and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies will not be deemed to be an incurrence of Liens for purposes of this Section 5.1.