Common use of Title to, Liens on, and Sale and Use of Collateral Clause in Contracts

Title to, Liens on, and Sale and Use of Collateral. The Borrower represents and warrants to the Agent and the Lenders and agrees with the Agent and the Lenders that: (i) all of the Collateral, Pledged Collateral and Guarantor Collateral is and will continue to be owned by the Borrower or a Guarantor, as the case may be, free and clear of all Liens whatsoever, except for Permitted Liens; (ii) the Agent's Liens in the Collateral, Pledged Collateral and Guarantor Collateral will not be subject to any prior Lien; (iii) the Borrower will and will cause each Guarantor to use, store, and maintain the Collateral, Pledged Collateral and Guarantor Collateral with all reasonable care and will use such Collateral, Pledged Collateral or Guarantor Collateral for lawful purposes only; and (iv) the Borrower will not, and will not permit any Guarantor to, without the Agent's prior written approval, sell, or dispose of or permit the sale or disposition of any of the Collateral, Pledged Collateral or Guarantor Collateral, except for sales of Inventory in the ordinary course of business and sales of Equipment as permitted by Section 6.11. The inclusion of proceeds in the Collateral, Pledged Collateral or Guarantor Collateral, shall not be deemed to constitute the Agent's or any Lender's consent to any sale or other disposition of the Collateral, Pledged Collateral or Guarantor Collateral, except as expressly permitted herein.

Title to, Liens on, and Sale and Use of Collateral. The Borrower Each Loan Party represents and warrants to the Agent and the Lenders and agrees with the Agent and the Lenders that: (ia) all of the Collateral, Pledged Collateral its and Guarantor its Subsidiaries' Collateral is and will continue to be owned by such Loan Party or the Borrower or a Guarantorrelevant Subsidiary, as the case may beapplicable, free and clear of all Liens whatsoever, except for Permitted Liens; (iib) the Agent's Liens in the Collateral, Pledged Collateral and Guarantor such Collateral will not be subject to any prior LienLien other than (x) in the case of the Agent's Liens encumbering Collateral not consisting of Inventory, Accounts, and the proceeds thereof, to Permitted Liens described in clauses (c), (d), (e), (g), (h) and (i) of the definition thereof and (y) in the case of the Agent's Liens encumbering Collateral consisting of Inventory, Accounts, and the proceeds thereof, the Liens set forth on Schedule 9.16, and in each case under clauses (x) and (y) above shall be prior to all other Liens, now existing or hereafter arising, in favor of any other creditor or other Person; (iiic) the Borrower such Loan Party will (and will cause each Guarantor to of its Subsidiaries to) use, store, and maintain the Collateral, Pledged Collateral and Guarantor such Collateral with all reasonable care and will use such Collateral, Pledged Collateral or Guarantor Collateral for lawful purposes only; and (ivd) the Borrower such Loan Party will not, not (and will cause each of its Subsidiaries not permit any Guarantor to) except as otherwise permitted by this Agreement, without the Agent's prior written approval, sell, or dispose of or permit the sale or disposition of any of the Collateral, Pledged such Collateral or Guarantor Collateral, except for sales of Inventory in the ordinary course of business business, the use of cash to the extent not prohibited herein, and sales of Equipment as permitted by Section 6.116.10. The inclusion of proceeds in the Collateral, Pledged Collateral or Guarantor Collateral, shall not be deemed to constitute the Agent's or any Lender's consent to any sale or other disposition of the Collateral, Pledged Collateral or Guarantor Collateral, except as expressly permitted herein.

Title to, Liens on, and Sale and Use of Collateral. The Borrower Each Loan Party represents and warrants to the Agent and the Lenders and agrees with the Agent and the Lenders that: (ia) all of the Collateral, Pledged Collateral and Guarantor Collateral in which it purportedly granted a Lien in favor of the Agent is and will continue to be owned by the Borrower such Loan Party (or, with respect to Equipment, owned by such Loan Party or subject to a Guarantor, as the case may bevalid leasehold interest in favor of such Loan Party), free and clear of all Liens whatsoever, except for Permitted Liens; (iib) the Agent's Liens in the Collateral, Pledged Collateral and Guarantor such Collateral will not be subject to any prior LienLien except for Permitted Liens; (iiic) the Borrower such Loan Party will and will cause each Guarantor to use, store, and maintain the Collateral, Pledged Collateral and Guarantor such Collateral with all reasonable care and will use such Collateral, Pledged Collateral or Guarantor Collateral for lawful purposes only; and (ivd) the Borrower will not, and such Loan Party will not permit any Guarantor to, without the Agent's prior written approval, sell, sell or dispose of or permit the sale or disposition of any of the Collateral, Pledged such Collateral or Guarantor Collateral, except for sales of Inventory in the ordinary course of business or as otherwise permitted hereunder; and upon the disposition of Collateral permitted pursuant to this clause (d) (other than sales of Equipment as permitted Inventory from CRH to HDSC) and receipt by Section 6.11the Agent of the Net Cash Proceeds thereof to the extent required by this Agreement, the security interest in such Collateral shall be released. The inclusion of proceeds in the Collateral, Pledged Collateral or Guarantor Collateral, shall not be deemed to constitute the Agent's or any Lender's consent to any sale or other disposition of the Collateral, Pledged Collateral or Guarantor Collateral, except as expressly permitted herein.

Title to, Liens on, and Sale and Use of Collateral. The Each Borrower represents and warrants to the Collateral Agent and the Lenders and agrees with the Collateral Agent and the Lenders that: (ia) all of the Collateral, Pledged Collateral and Guarantor such Borrower's Collateral is and will continue to be owned by the such Borrower or a Guarantor, as the case may be, free and clear of all Liens whatsoever, except for Permitted Liens; (iib) the Collateral Agent's Liens in the Collateral, Pledged Collateral and Guarantor Collateral will not be subject to any prior LienLien except for those Permitted Liens, if any, specifically identified on Schedule 7.2; (iiic) the such Borrower will and will cause each Guarantor to use, store, and maintain the Collateral, Pledged Collateral and Guarantor Collateral with all reasonable care and will use such Collateral, Pledged Collateral or Guarantor the Collateral for lawful purposes only; and (ivd) the such Borrower will not, and will not permit any Guarantor to, without the Collateral Agent's prior written approval, sell, or dispose of or permit the sale or disposition of any of the Collateral, Pledged Collateral or Guarantor Collateral, except for sales of Inventory in the ordinary course of business and sales of Equipment as permitted by Section 6.11Sections 5.11 and 8.9. The inclusion of proceeds in the Collateral, Pledged Collateral or Guarantor Collateral, shall not be deemed to constitute the Collateral Agent's or any Lender's consent to any sale or other disposition of the Collateral, Pledged Collateral or Guarantor Collateral, except as expressly permitted herein.

Title to, Liens on, and Sale and Use of Collateral. The Borrower represents and warrants to the Agent and the Lenders and agrees with the Agent and the Lenders that: (ia) all of the Collateral, Pledged Collateral and Guarantor Revolver Collateral is and will continue to be owned by the Borrower or a Guarantor, as the case may be, free and clear of all Liens whatsoever, except for Permitted Liens; (iib) the Agent's ’s Liens in the CollateralRevolver Collateral will not be subject to any prior Lien other than Liens securing the Borrower’s obligations under the Existing Senior Credit Facility, Pledged (c) all of the Term Priority Collateral is and Guarantor will continue to be owned by the Borrower free and clear of all Liens whatsoever, except for Permitted Liens, (d) the Agent’s Liens in the Term Priority Collateral will not be subject to any prior Lien; (iiie) the Borrower will and will cause each Guarantor to use, store, and maintain the Collateral, Pledged Collateral and Guarantor Collateral with all reasonable care and will use such Collateral, Pledged Collateral or Guarantor Collateral for lawful purposes only; and (ivf) the Borrower will not, and will not permit any Guarantor to, without the Agent's ’s prior written approval, sell, or dispose of or permit the sale or disposition of any of the Collateral, Pledged Collateral or Guarantor Collateral, except for (i) sales for scrap of excess or no-movement Inventory and other Inventory in the ordinary course of business and sales (ii) subject to Sections 4.8 and 9.8, the sale or disposition of Equipment as permitted by Section 6.11the Machinery and Equipment. The inclusion of proceeds in the Collateral, Pledged Collateral or Guarantor Collateral, shall not be deemed to constitute the Agent's ’s or any Lender's ’s consent to any sale or other disposition of the Collateral, Pledged Collateral or Guarantor Collateral, except as expressly permitted herein.

Title to, Liens on, and Sale and Use of Collateral. The Borrower represents and warrants to the Agent and the Lenders and agrees with the Agent and the Lenders that: (i) all of the Collateral, Pledged Collateral and Guarantor Collateral is and will continue to be owned by the Borrower or a Guarantor, as the case may be, free and clear of all Liens whatsoever, except for Permitted Liens; (ii) the Agent's Liens in the Collateral, Pledged Collateral and Guarantor Collateral will not be subject to any prior Lien; (iii) the Borrower will and will cause each Guarantor to use, store, and maintain the Collateral, Pledged Collateral and Guarantor Collateral with all reasonable care and will use such Collateral, Pledged Collateral or Guarantor Collateral for lawful purposes only; and (iv) the Borrower will not, and will not permit any Guarantor to, without the Agent's prior written approval, sell, or dispose of or permit the sale or disposition of any of the Collateral, Pledged Collateral or Guarantor Collateral, except for sales of Inventory in the ordinary course of business and sales of Equipment as permitted by Section 6.11. The inclusion of proceeds in the Collateral, Pledged Collateral or Guarantor Collateral, shall not be deemed to constitute the Agent's or any Lender's consent to any sale or other disposition of the Collateral, Pledged Collateral or Guarantor Collateral, except as expressly permitted herein.any

Title to, Liens on, and Sale and Use of Collateral. The Borrower represents and warrants to the Agent and the Lenders and agrees with the Agent and the Lenders that: (ia) all of the Collateral, Pledged Collateral and Guarantor Collateral is and will continue to be owned by the Borrower or a Guarantor, as the case may be, free and clear of all Liens whatsoever, except for Permitted Liens; (iib) the Agent's ’s Liens in the Collateral, Pledged Collateral and Guarantor Collateral will not be subject to any prior Lien; (iiic) the Borrower will and will cause each Guarantor to use, store, and maintain the Collateral, Pledged Collateral and Guarantor Collateral with all reasonable care and will use such Collateral, Pledged Collateral or Guarantor Collateral for lawful purposes only; and (ivd) the Borrower will not, and will not permit any Guarantor to, without the Agent's ’s prior written approval, sell, or dispose of or permit the sale or disposition of any of the Collateral, Pledged Collateral or Guarantor Collateral, except for sales for scrap of excess or no-movement Inventory and other Inventory in the ordinary course of business and sales of Equipment as permitted by Section 6.11business. The inclusion of proceeds in the Collateral, Pledged Collateral or Guarantor Collateral, shall not be deemed to constitute the Agent's ’s or any Lender's ’s consent to any sale or other disposition of the Collateral, Pledged Collateral or Guarantor Collateral, except as expressly permitted herein. Notwithstanding the foregoing, Borrower and its Subsidiaries may sell, contribute, or otherwise transfer the FASL (Delaware) Contributed Collateral to FASL (Delaware) in accordance with the FASL (Delaware) Organizational Documents and the Agent shall release any Agent’s Liens on the FASL (Delaware) Contributed Collateral and shall execute such documents as may be necessary to evidence the release of the Agent’s Liens upon such Collateral; provided, that, after such sale, contribution or transfer thereof, the Borrower will have Net Domestic Cash of no less than $200,000,000.

Title to, Liens on, and Sale and Use of Collateral. The Each Borrower represents and warrants to the Agent and the Lenders and agrees with the Agent and the Lenders that: (ia) all of the Collateral, Pledged Collateral its and Guarantor its Subsidiaries' Collateral is and will continue to be owned by the such Borrower or a Guarantorthe relevant Subsidiary, as the case may beapplicable, free and clear of all Liens whatsoever, except for Permitted Liens; (iib) the Agent's Liens in the Collateral, Pledged Collateral and Guarantor such Collateral will not be subject to any prior LienLien other than Permitted Liens described in clause (a) (such prior Liens in such clause (a) not encumbering any Inventory (other than Permitted Consignment Inventory), Accounts or proceeds thereof), (d), (e), (g), (h), (i) or (j) of the definition thereof; (iiic) the such Borrower will (and will cause each Guarantor to of its Subsidiaries to) use, store, and maintain the Collateral, Pledged Collateral and Guarantor such Collateral with all reasonable care and will use such Collateral, Pledged Collateral or Guarantor Collateral for lawful purposes only; and (ivd) the such Borrower will not, not (and will cause each of its Subsidiaries not permit any Guarantor to) except as otherwise permitted by this Agreement, without the Agent's prior written approval, sell, or dispose of or permit the sale or disposition of any of the Collateral, Pledged such Collateral or Guarantor Collateral, except for sales of Inventory in the ordinary course of business and sales of Equipment as permitted by Section 6.11. The inclusion of proceeds in the Collateral, Pledged Collateral or Guarantor Collateral, shall not be deemed to constitute the Agent's or any Lender's consent to any sale or other disposition of the Collateral, Pledged Collateral or Guarantor Collateral, except as expressly permitted herein.

Title to, Liens on, and Sale and Use of Collateral. The Each Borrower ------------------------------------------------- and the Guarantor (as to itself only) represents and warrants to the Agent and each of the Lenders and agrees with the Agent and each of the Lenders that: (ia) all of the Collateral, Pledged Collateral and Guarantor Collateral is and will continue to be owned by the Borrower or a Guarantor, as Borrowers and the case may be, Guarantor free and clear of all Liens whatsoever, except for the Security Interest and other Permitted Liens; (iib) the Agent's Liens in the Collateral, Pledged Collateral and Guarantor Collateral Security Interest will not be subject to any prior LienLien except for Permitted Liens, if any; (iiic) the Borrower Borrowers and the Guarantor will and will cause each Guarantor to use, store, and maintain the Collateral, Pledged Collateral and Guarantor Collateral with all reasonable care and will use such Collateral, Pledged Collateral or Guarantor its Collateral for lawful purposes only; and (ivd) none of the Borrower will not, and will not permit any Borrowers or the Guarantor towill, without the Agent's prior written approval, sell, sell or dispose of or permit the sale or disposition of any of the Collateral, Pledged Collateral or Guarantor its Collateral, except for sales of Inventory in the ordinary course of business and sales dispositions of Equipment Property as expressly permitted by Section 6.11under Sections 6.12 and 9.7. The inclusion of proceeds Proceeds in the Collateral, Pledged Collateral or Guarantor Collateral, shall not be deemed to constitute the Agent's or any Lender's and/or Lenders' consent to any sale or other disposition of the Collateral, Pledged its Collateral or Guarantor Collateral, except as expressly permitted herein.