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. Each Loan Party represents and warrants to the Agent and the Lenders and agrees with the Agent and the Lenders that: (a) all of its and its Subsidiaries' Collateral is and will continue to be owned by such Loan Party or the relevant Subsidiary, as applicable, free and clear of all Liens whatsoever, except for Permitted Liens; (b) the Agent's Liens in such Collateral will not be subject to any prior Lien 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; (c) such Loan Party will (and will cause each of its Subsidiaries to) use, store, and maintain such Collateral with all reasonable care and will use such Collateral for lawful purposes only; and (d) such Loan Party will not (and will cause each of its Subsidiaries not 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 such Collateral except for sales of Inventory in the ordinary course of business, the use of cash to the extent not prohibited herein, and sales of Equipment as permitted by Section 6.10. The inclusion of proceeds in the Collateral shall not be deemed to constitute the Agent's or any Lender's consent to any sale or other disposition of the Collateral except as expressly permitted herein.

Title to, Liens on, and Sale and Use of Collateral. Each Loan Party represents and warrants to the Agent and the Lenders and agrees with the Agent and the Lenders that: (a) all of its and its Subsidiaries' the Collateral in which it purportedly granted a Lien in favor of the Agent is and will continue to be owned by such Loan Party (or, with respect to Equipment, owned by such Loan Party or the relevant Subsidiary, as applicablesubject to a valid leasehold interest in favor of such Loan Party), free and clear of all Liens whatsoever, except for Permitted Liens; (b) the Agent's Liens in such Collateral will not be subject to any prior Lien other than (x) in the case of the Agent's Liens encumbering Collateral not consisting of Inventory, Accounts, and the proceeds thereof, to except for 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; (c) such Loan Party will (and will cause each of its Subsidiaries to) use, store, and maintain such Collateral with all reasonable care and will use such Collateral for lawful purposes only; and (d) such Loan Party will not (and will cause each of its Subsidiaries not to) except as otherwise permitted by this Agreement, without the Agent's prior written approval, sell, sell or dispose of or permit the sale or disposition of any of such Collateral except for sales of Inventory in the ordinary course of business, business or as otherwise permitted hereunder; and upon the use disposition of cash Collateral permitted pursuant to this clause (d) (other than sales of Inventory from CRH to HDSC) and receipt by the Agent of the Net Cash Proceeds thereof to the extent not prohibited hereinrequired by this Agreement, and sales of Equipment as permitted by Section 6.10the security interest in such Collateral shall be released. The inclusion of proceeds in the Collateral shall not be deemed to constitute the Agent's or any Lender's consent to any sale or other disposition of the Collateral except as expressly permitted herein.

Title to, Liens on, and Sale and Use of Collateral. Each Loan Party Grantor represents and warrants to the Administrative Agent and the Lenders and agrees with the Administrative Agent and the Lenders that: (a) such Grantor is the legal and equitable owner and holder of or has sufficient rights in and the power to transfer all of its and its Subsidiaries' the Collateral is and will continue to be owned by such Loan Party or the relevant Subsidiary, as applicable, free and clear of any adverse claim and free of all Liens whatsoever, except for Permitted LiensEncumbrances; (b) the Administrative Agent's ’s Liens in such the Collateral is not now, and will not be at any time be, subject to any prior Lien except for Permitted Encumbrances and each Grantor shall, at its expense, take such action (including the obtaining and recording of waivers) as may be necessary to prevent any third party from acquiring any right to or interest in the Collateral other than (x) in the case of the Agent's Liens encumbering Collateral not consisting of Inventory, AccountsPermitted Encumbrances, and if at any time any Person shall claim any such right or interest, such Grantor shall, at its expense, cause such claim to be waived in writing or otherwise eliminated to the proceeds thereof, Administrative Agent’s satisfaction within thirty (30) days after such claim shall have first become known 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 Personsuch Grantor; (c) such Loan Party Grantor will (and will cause each of its Subsidiaries to) use, store, and maintain such the Collateral in its possession or control at all time and with all reasonable care and will use such Collateral for lawful purposes only; and (d) such Loan Party Grantor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon; (e) such Grantor will permit the Administrative Agent, or its designee, to inspect the Collateral at any reasonable time, wherever located; (f) such Grantor will pay promptly when due all taxes, fees, assessments, governmental charges and will cause each levies upon the Collateral or incurred in connection with the use or operation of its Subsidiaries not to) except as otherwise permitted by such Collateral or incurred in connection with this Agreement; (g) such Grantor will operate its business in compliance with all applicable federal and state laws, including, without limitation, provisions of the Agent's federal Fair Labor Standards Act, as amended; (h) such Grantor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein unless such Grantor has obtained the prior written approvalconsent of the Administrative Agent (which may be granted or denied in the discretion of the Administrative Agent), sell, or dispose of or permit prior to the sale or other disposition or creation of any direct or indirect actual or constructive lien, security interest, or other security device, of, in, on or with respect to, of such all or any part of the Collateral except for sales of Inventory inventory in the ordinary course of business, the use of cash ; and (i) such Grantor will warrant and defend its good and marketable title to the extent not prohibited herein, Collateral and sales the perfected first priority security interest of Equipment as permitted by Section 6.10. The inclusion the Administrative Agent on behalf of proceeds the Secured Parties in the Collateral shall not be deemed to constitute the Agent's or any Lender's consent to any sale or other disposition of the Collateral except as expressly permitted hereinagainst all claims and demands whatsoever.

Title to, Liens on, and Sale and Use of Collateral. Each Loan Party represents and warrants to the Agent and the Lenders and agrees with the Agent and the Lenders that: (a) all of its and its Subsidiaries' Collateral is and will continue to be owned by such Loan Party or the relevant Subsidiary, as applicable, free and clear of all Liens whatsoever, except for Permitted Liens; (b) the Agent's Liens in such Collateral will not be subject to any prior Lien 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 (ie) 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; (c) such Loan Party will (and will cause each of its Subsidiaries to) use, store, and maintain such Collateral with all reasonable care and will use such Collateral for lawful purposes only; and (d) such Loan Party will not (and will cause each of its Subsidiaries not 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 such Collateral except for sales of Inventory in the ordinary course of business, the use of cash to the extent not prohibited herein, business and sales of Equipment as permitted by Section 6.106.11. The inclusion of proceeds in the Collateral shall not be deemed to constitute the Agent's or any Lender's consent to any sale or other disposition of the Collateral except as expressly permitted herein.

Title to, Liens on, and Sale and Use of Collateral. Each Loan Party -------------------------------------------------- Borrower represents and warrants to the Agent and the Lenders Lender and agrees with the Agent and the Lenders Lender that: (a) all Collateral of its and its Subsidiaries' Collateral such Borrower is and will continue to be owned by such Loan Party Borrower (whether by fee, leasehold, easement, right-of-way or the relevant Subsidiary, as applicable, otherwise) free and clear of all Liens whatsoever, except for Permitted Liens; (b) the AgentLender's Liens in such the Collateral will not be subject to any Lien which is prior Lien in right of prepayment, other than the obligations to pay taxes with respect to real property (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 which taxes shall be prior to all other Liens, now existing or hereafter arising, in favor of any other creditor or other Personpaid when due); (c) such Loan Party the Borrower will (and will cause each of its Subsidiaries to) use, store, and maintain such the Collateral with all reasonable care and will use such the Collateral for lawful purposes only; and (d) upon the Lender's request, Accounts for any material amounts (as determined by the Lender) due from any Governmental Authority shall be duly assigned to the Lender in full compliance with the Federal Assignment of Claims Act (31 U.S.C.A. (S) 3727 et seq.) or similar statute, if applicable, and (e) such Loan Party Borrower will not (and will cause each of its Subsidiaries not to) except as otherwise permitted by this Agreementnot, without the AgentLender's prior written approval, sell, or dispose of or permit the sale or disposition of any of such Collateral Collateral, except for sales of Inventory in the ordinary course of business, the use of cash to the extent not prohibited herein, and sales of Equipment as permitted by Section 6.104.9; provided, however, that ----------- Lender's approval of the sale of non-essential real estate Collateral shall not be unreasonably withheld or delayed, and provided that the Net Cash Proceeds thereof are prepaid, if required under Section 2.4(b). The inclusion of proceeds in the Collateral shall not be deemed to constitute the Agent's or any Lender's consent to any sale or other disposition of the Collateral except as expressly permitted herein.

Title to, Liens on, and Sale and Use of Collateral. Each Loan Party The Borrower represents and warrants to the Agent and the Lenders and agrees with the Agent and the Lenders that: (a) all of its and its Subsidiaries' the Collateral is and will continue to be owned by such Loan Party or the relevant Subsidiary, as applicable, Borrower free and clear of all Liens whatsoever, except for Permitted Liens; (b) the Agent's ’s Liens in such the Collateral will not be subject to any prior Lien 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 PersonLien; (c) such Loan Party the Borrower will (and will cause each of its Subsidiaries to) use, store, and maintain such the Collateral with all reasonable care and will use such Collateral for lawful purposes only; and (d) such Loan Party the Borrower will not (and will cause each of its Subsidiaries not to) except as otherwise permitted by this Agreementnot, without the Agent's ’s prior written approval, sell, or dispose of or permit the sale or disposition of any of such the Collateral except for sales for scrap of excess or no-movement Inventory and other Inventory in the ordinary course of business, the use of cash to the extent not prohibited herein, and sales of Equipment as permitted by Section 6.10. The inclusion of proceeds in the 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 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. Each Loan Party The Borrower represents and warrants to the Agent and the Lenders and agrees with the Agent and the Lenders that: (a) all of its and its Subsidiaries' the Revolver Collateral is and will continue to be owned by such Loan Party or the relevant Subsidiary, as applicable, Borrower free and clear of all Liens whatsoever, except for Permitted Liens; (b) the Agent's ’s Liens in such the Revolver Collateral will not be subject to any prior Lien other than Liens securing the Borrower’s obligations under the Existing Senior Credit Facility, (xc) in the case all of the Agent's Term Priority Collateral is and will continue to be owned by the Borrower free and clear of all Liens encumbering Collateral not consisting of Inventorywhatsoever, Accounts, and the proceeds thereof, to except for Permitted Liens described in clauses (c)Liens, (d), ) the Agent’s Liens in the Term Priority Collateral will not be subject to any prior Lien; (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; (c) such Loan Party Borrower will (and will cause each of its Subsidiaries to) use, store, and maintain such the Collateral with all reasonable care and will use such Collateral for lawful purposes only; and (df) such Loan Party the Borrower will not (and will cause each of its Subsidiaries not to) except as otherwise permitted by this Agreementnot, without the Agent's ’s prior written approval, sell, or dispose of or permit the sale or disposition of any of such the Collateral except for (i) sales for scrap of excess or no-movement Inventory and other Inventory in the ordinary course of businessbusiness and (ii) subject to Sections 4.8 and 9.8, the use sale or disposition of cash to the extent not prohibited herein, Machinery and sales of Equipment as permitted by Section 6.10Equipment. The inclusion of proceeds in the 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 except as expressly permitted herein.