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: (a) all of the Collateral (except the Collateral under the AMD Security Agreement) is and will continue to be owned by the Borrower free and clear of all Liens whatsoever, except for Permitted Liens, (b) the Agent’s Liens in the Collateral will not be subject to any prior Lien, except as contemplated by the Intercreditor Agreement; (c) the Borrower will use, store, and maintain the Collateral (except the Collateral under the AMD Security Agreement) with all reasonable care and will use such Collateral for lawful purposes only; and (d) the Borrower will not, without the Agent’s prior written approval, sell, or dispose of or permit the sale or disposition of any of the Collateral of the Borrower except for, subject to Sections 4.8 and 9.8, the sale or disposition of the Machinery and Equipment. 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. The Borrower represents and warrants to the Agent and the Lenders and agrees with the Agent and the Lenders that: (a) all of the Collateral (except the Collateral under the AMD Security Agreement) is and will continue to be owned by the Borrower free and clear of all Liens whatsoever, except for Permitted Liens, ; (b) the Agent’s 's Liens in the Collateral will not be subject to any prior LienLien other than Permitted Liens pursuant to clauses (d), except as contemplated by (e), (g) or (h) of the Intercreditor Agreementdefinition thereof; (c) the Borrower will use, store, and maintain the Collateral (except the Collateral under the AMD Security Agreement) with all reasonable care and will use such Collateral for lawful purposes only; and (d) the Borrower will not, without the Agent’s 's prior written approval, sell, or dispose of or permit the sale or disposition of any of the Collateral except for sales of Inventory in the Borrower ordinary course of business and sales of Equipment as permitted by Section 6.11 and except forfor sales or other dispositions of Borrower's facilities in Berlin, subject to Sections 4.8 Wisconsin and 9.8New Albany, the sale or disposition of the Machinery and EquipmentIndiana. 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.

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: (a) all of the Collateral (except the Collateral under the AMD Security Agreement) is and will continue to be owned by the Borrower free and clear of all Liens whatsoever, except for Permitted Liens, ; (b) the Agent’s 's Liens in the Collateral will not be subject to any prior LienLien other than Permitted Liens pursuant to clauses (d), except as contemplated by (e), (g) or (h) of the Intercreditor Agreementdefinition thereof; (c) the Borrower will use, store, and maintain the Collateral (except the Collateral under the AMD Security Agreement) with all reasonable care and will use such Collateral for lawful purposes only; and (d) the Borrower will not, without the Agent’s 's prior written approval, sell, or dispose of or permit the sale or disposition of any of the Collateral except for sales of Inventory in the Borrower ordinary course of business and sales of Equipment as permitted by Section 6.11 and except forfor sales or other dispositions of Borrower's facilities in Berlin, subject to Sections 4.8 Wisconsin and 9.8Xxxxxxxx, the sale or disposition of the Machinery and EquipmentIndiana. 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.

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 Lender that: (a) all of the Collateral (except the Collateral under the AMD Security Agreement) is and will continue to be owned by the Borrower free and clear of all Liens whatsoever, except for the Security Interest and other Permitted Liens, ; (b) the Agent’s Liens in the Collateral Security Interest will not be subject to any prior LienLien except for the Liens described in (b), except as contemplated by (c), (e), (h), (i) and (j) of the Intercreditor Agreementdefinition of Permitted Liens; (c) the Borrower will use, store, and maintain the Collateral (except the Collateral under the AMD Security Agreement) with all reasonable care and will use such the Collateral for lawful purposes only; and (d) the Borrower will not, without the Agent’s Lender's prior written approval, sell, lease, or dispose of or permit the sale or disposition of any of the Collateral or any portion thereof, except for sales of Inventory in the Borrower ordinary course of business and except forfor the granting of licenses with respect to patents, subject to Sections 4.8 trademarks and 9.8, copyrights (or amendments thereto) in the sale or disposition ordinary course of the Machinery and Equipmentbusiness on customary industry terms. The inclusion of proceeds Proceeds in the Collateral shall not be deemed to constitute the Agent’s or any Lender’s '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. The Borrower represents and warrants to the Agent and the Lenders Lender and agrees with the Agent and the Lenders Lender that: (a) all of the Collateral (except the Collateral under the AMD Security Agreement) is and will continue to be owned by the Borrower or the grantor thereof, free and clear of all Liens whatsoever, except for Permitted Liens, ; (b) the Agent’s Liens in the Collateral Borrower will, and will not be subject cause each of its Subsidiaries, to any prior Lien, except as contemplated by the Intercreditor Agreement; (c) the Borrower will use, store, and maintain the Collateral (except the Collateral under the AMD Security Agreement) with all reasonable care and will use such the Collateral for lawful purposes only; and (dc) the Borrower will not, and will not permit any of its Subsidiaries, without the Agent’s Lender's prior written approvalapproval (which will not be unreasonably withheld), sell, or dispose of or permit the sale or disposition of any Collateral, except for sales of Inventory in the Collateral ordinary course of the Borrower except forbusiness, subject to Sections 4.8 and 9.8, the sale or disposition of the Machinery and EquipmentEquipment as permitted by Section 4.9. The inclusion of proceeds in the Collateral shall not be deemed to constitute the Agent’s or any Lender’s '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. The Borrower represents and warrants to the Agent and the Lenders and agrees with the Agent and the Lenders respect to Collateral owned by Borrower that: (a) all of the Collateral (except the Collateral under the AMD Security Agreement) is and will continue to be owned by the Borrower free and clear of all Liens whatsoever, except for the Security Interest and other Permitted Liens, ; (b) the Agent’s Liens in the Collateral Security Interest will not be subject to any prior LienLien except for the Liens described in (b), except as contemplated by (c), (e), (f), (h), (i) and (j) of the Intercreditor Agreementdefinition of Permitted Liens; (c) the Borrower will use, store, and maintain the such Collateral (except the Collateral under the AMD Security Agreement) with all reasonable care and will use such Collateral for lawful purposes only; and (d) the Borrower will not, without the Agent’s 's prior written approval, sell, lease, or dispose of or permit the sale or disposition of such Collateral or any portion thereof, except for sales of Inventory in the Collateral ordinary course of the Borrower except for, subject to Sections 4.8 business and 9.8, the sale or disposition of the Machinery and Equipmentas permitted by Section 7.12. The inclusion of proceeds Proceeds in the Collateral shall not be deemed to constitute the Agent’s or any Lender’s '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. The Borrower represents and warrants to the Agent and the Lenders and agrees with the Agent and the Lenders that: (a) all of the Collateral (except the Collateral under the AMD Security Agreement) is and will continue to be owned by the Borrower free and clear of all Liens whatsoever, except for Permitted Liens, ; (b) the Agent’s 's Liens in the Collateral will not be subject to any prior LienLiens, except as contemplated by for Permitted Liens for which, in the Intercreditor Agreementcase of Collateral included in the determination of Availability, the Agent has established a reserve against Availability); (c) the Borrower will use, store, and maintain the Collateral (except the Collateral under the AMD Security Agreement) with all reasonable care and will use such Collateral for lawful purposes only; and (d) the Borrower will not, without the Agent’s 's prior written approval, sell, or dispose of or permit the sale or disposition of any of the Collateral except for sales of Inventory in the Borrower except for, subject to Sections 4.8 ordinary course of business and 9.8, the sale or disposition sales of the Machinery and EquipmentEquipment as permitted by Section 6.11. 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.

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: (a) all of the Collateral (except of the Collateral under the AMD Security Agreement) Borrower is and will continue to be owned by the Borrower free and clear of all Liens whatsoever, except for Permitted Liens, ; (b) the Agent’s 's Liens in the Collateral, other than Shared Collateral and Secured Sale/Leaseback Collateral, will not be subject to any prior LienLien (other than Purchase Money Liens on fixed assets, except as contemplated by the Intercreditor Agreementnot constituting Credit Agreement Term Loan Equipment Collateral, in respect of Purchase Money Obligations permitted hereunder and Existing Liens); (c) the Borrower will use, store, and maintain the Collateral (except the Collateral under the AMD Security Agreement) with all reasonable care and will use such Collateral for lawful purposes only; and (d) the Borrower will not, without the Agent’s Majority Lenders' prior written approval, sell, sell or dispose of or permit the sale or disposition of any of the Collateral of the Borrower except for, subject to Sections 4.8 and 9.8, the sale or disposition of the Machinery and Equipmentas permitted by Section 9.9. 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.

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 Lender that: (a) all of the Collateral (except the Collateral under the AMD Security Agreement) is and will continue to be owned by the Borrower free and clear of all Liens whatsoever, except for the Security Interest and other Permitted Liens, ; (b) the Agent’s Liens in the Collateral Security Interest will not be subject to any prior LienLien except for the Liens described in (b), except as contemplated by (c), (e), (f), (h) and (i) of the Intercreditor Agreementdefinition of Permitted Liens; (c) the Borrower will use, store, and maintain the Collateral (except the Collateral under the AMD Security Agreement) with all reasonable care and will use such the Collateral for lawful purposes only; and (d) the Borrower will not, without the Agent’s Lender's prior written approval, sell, lease, or dispose of or permit the sale or disposition of any of the Collateral of the Borrower except forsale, subject to Sections 4.8 and 9.8, the sale lease or disposition of the Machinery Collateral or any portion thereof, except for sales of Inventory in the ordinary course of business and Equipmentas permitted by Section 7.12. The inclusion of proceeds Proceeds in the Collateral shall not be deemed to constitute the Agent’s or any Lender’s '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. The Each Borrower represents and warrants to the Agent and the Lenders and agrees with the Agent and the Lenders thatt hat: (a) all of the Collateral (except the Collateral under the AMD Security Agreement) is assets of that Borrower are and will continue to be owned by the such Borrower free and clear of all Liens whatsoever, except for Permitted Liens, ; (b) the Agent’s 's Liens in the Collateral with respect to such Borrower will not be subject to any prior Lien, except as contemplated by the Intercreditor Agreement; (c) the such Borrower will use, store, and maintain the Collateral (except the Collateral under the AMD Security Agreement) with all reasonable care and will use such Collateral for lawful purposes only; and (d) the such Borrower will not, without the Agent’s 's prior written approval, sell, or dispose of or permit the sale or disposition of any of the Collateral except for sales of Inventory in the Borrower except for, subject to Sections 4.8 and 9.8, the sale or disposition ordinary course of the Machinery and Equipmentbusiness. 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.. 6.5