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.

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 (except the Collateral under the AMD Security Agreement) 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, except as contemplated by the Intercreditor Agreement; (iiic) the Borrower will and will cause each Guarantor to use, store, and maintain the Collateral, Pledged Collateral and Guarantor (except the Collateral under the AMD Security Agreement) 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 CollateralCollateral of the Borrower except for, Pledged Collateral subject to Sections 4.8 and 9.8, the sale or Guarantor Collateral, except for sales disposition of Inventory the Machinery and Equipment. The inclusion of proceeds in the ordinary course Collateral shall not be deemed to constitute the Agent’s or any Lender’s consent to any sale or other disposition of business and sales of Equipment the Collateral except as expressly permitted by Section 6herein.

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.

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 66.11. 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 6under Sections 6.12 and 9.