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Liens on any property or asset of a Subsidiary securing Indebtedness of such Subsidiary to the Borrower or to another Subsidiary;

any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof and set forth in [Schedule 6.02]; provided, that # such Lien shall not apply to any other property or asset of the Borrower or such Subsidiary other than the properties and assets to which such Lien applies on the date hereof and # such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;

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

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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 existing on any property or asset prior to the acquisition thereof by the Company or any of its Subsidiaries, or existing on any property of any Person that becomes a Subsidiary after the date of this Agreement prior to the time such Person becomes a Subsidiary or that is merged with or into or consolidated with the Company or any Subsidiary prior to such merger or consolidation, provided that # such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary or such merger, as the case may be, # such Lien shall not apply to any other property or asset of the Company or any of the Subsidiaries, and # such Lien shall secure only those obligations and liabilities that it secures on the date of such acquisition or the date such Person becomes a Subsidiary of the Company or such merger, as the case may be;

Liens existing on Effective Date; provided that any Lien securing Indebtedness or other obligations in excess of individually shall only be permitted if set forth on [Schedule 6.02], and any modifications, replacements, renewals or extensions thereof; provided that # such modified, replacement, renewal or extension Lien does not extend to any additional property other than # after-acquired property that is affixed or incorporated into the property covered by such Lien and # proceeds and products thereof, and # the obligations secured or benefited by such modified, replacement, renewal or extension Lien are permitted by [Section 6.01];

Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that # such Liens secure Indebtedness permitted by , # 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;

Title to Assets; No Encumbrances. Parent and each of its Restricted Subsidiaries has # good, sufficient and legal title to (in the case of fee interests in Real Property), # valid leasehold interests in (in the case of leasehold interests in real or personal property), and # in the case of personal property, has good and marketable title to, or a valid leasehold interest in, all of their respective assets which are material to the conduct of such Person’s business, except # for assets disposed of since the date of such financial statements to the extent permitted hereby, # [reserved], and # minor defects in title that do not interfere with such Person’s ability to conduct its business or to utilize such properties for their intended purposes. All of such assets are free and clear of Liens except for Permitted Liens.

Prior Inventions. Listed on Appendix # to this Agreement are any and all Inventions in which you claim or intend to claim any right, title and interest (collectively, “Prior Inventions”), including, without limitation, patent, copyright and trademark interests, which to the best of your knowledge will be or may be delivered to the Company in the course of your employment, or incorporated into any Company product or system. You acknowledge that your obligation to disclose such information is ongoing during the period that you provide services to the Company.

Prior Inventions. I have set forth on [Exhibit A] (Inventions) a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with Company, in which I have an ownership interest or which I have a license to use and that I wish to have excluded from the scope of this agreement (collectively referred to as “Prior Inventions”). If no Prior Inventions are listed in [Exhibit A], I warrant that there are no Prior Inventions. If, in the course of my employment with Company, I incorporate a Prior Invention into a Company product, process or machine, I hereby grant Company a nonexclusive, royalty free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to reproduce, make derivative works of, distribute, publicly perform, publicly display in any form or medium, whether now known or later developed, make, have made, modify, use, sell, import, offer for sale, and exercise any and all present or future rights in, such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, any Prior Inventions in any Company Inventions (as defined below) without Company’s prior written consent.

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