Liens in favor of the Collateral Agent in the Equity Interests as described in [Section 2.21] securing the Subject Obligations and subject to the Intercreditor Agreement,

deposit, escrow or similar accounts held by customers of Borrower or any of its Subsidiaries as security for the obligations of Borrower or any of its Subsidiaries under customer contracts entered into in the ordinary course of business on a basis consistent with past practices;

Section # Fundamental Changes; Business; Fiscal Year.

Title; Encumbrances. Unum owns or has a valid right to use the Unum Background Technology existing as of the Effective Date, including the Patents listed on Exhibit F, provided, however, that the foregoing will not constitute a representation or warranty of non-infringement of a Third Party’s intellectual property rights. Unum has the right to grant the licenses to SGI as purported to be granted pursuant to this Agreement. Neither Unum nor any of its Affiliates has entered into any agreement granting any right, interest or claim in or to, any Unum Background Patents or Unum Background Know-How to any Third Party that would conflict with the licenses to SGI as purported to be granted pursuant to this Agreement.

Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that # such Liens secure Indebtedness permitted by [clause (c) of Section 6.01], # such Liens and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, # the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and # such Liens shall not apply to any other property or assets of the Borrower or any Subsidiary;

Liens securing judgments for the payment of money not constituting an Event of Default under [Section 8.01(h)];

Notwithstanding the foregoing, none of the Liens permitted pursuant to this [Section 6.02] may at any time attach to any Loan Party’s # Accounts, other than those permitted under clause (a) of the definition of Permitted Encumbrances and [clause (a) above] and # Inventory, other than those permitted under clauses (a) and (b) of the definition of Permitted Encumbrances and [clause (a) above].

any Lien on any property or asset of the Borrower or any Restricted Subsidiary existing on the date hereof and set forth in [Schedule 6.02] to the Disclosure Letter and any modifications, renewals and extensions thereof and any Lien granted as a replacement or substitute therefor; provided that # such Lien shall not apply to any other property or asset of the Borrower or any Restricted Subsidiary other than improvements thereon or proceeds thereof, and # such Lien shall secure only those obligations which it secures on the date hereof and any refinancing, extension, renewal or replacement thereof that does not increase the outstanding principal amount thereof except by an amount equal to a premium or other amount paid, and fees and expenses incurred, in connection with such refinancing, extensions, renewals or replacements; # any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary; provided that # such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, # such Lien shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary, and # such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be, and any refinancing, extension, renewal or replacement thereof that does not increase the outstanding principal amount thereof except by an amount equal to a premium or other amount paid, and fees and expenses incurred, in connection with such refinancing, extensions, renewals or replacements;

Good Title; No Existing Encumbrances. The Grantors own the Collateral free and clear of any prior Lien, and no financing statements or other evidences of the grant of a security interest respecting the Collateral exist on the public records.

Prior Agreements. This Agreement contains the entire agreement of the parties relating to the subject matter hereof; provided, however, that any Restrictive Covenant Agreements between Employee and the Company or Company Affiliates shall remain in full force and effect. The parties hereto have made no agreements, representations or warranties relating to the subject matter hereof that are not set forth herein.