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 Borrower (as ------------------------------------------------- to itself only) and the Parent represents and warrants to the Agent and each of the Lenders and agrees with the Agent and each of the Lenders that: (a) all Property, including the Collateral, is and will continue to be owned by the Borrowers and the Parent, free and clear of all Liens whatsoever, except for the Security Interest and other Permitted Liens; (b) the Security Interest will not be subject to any prior Lien except for Permitted Liens, if any; (c) the Borrowers and the Parent will use, store, and maintain its Property (including the Collateral) with all reasonable care and will use its Property (including the Collateral) for lawful purposes only; and (d) none of the Borrowers or the Parent will, without the Agent's prior written approval, sell or dispose of or permit the sale or disposition of any of its Property (including the Collateral), except for sales of Inventory in the ordinary course of business and dispositions of Property as expressly permitted under Sections 6.12 and 9.7. The inclusion of Proceeds in the Collateral shall not be deemed the Agent's and/or Lenders' consent to any sale or other disposition of its Property (including the Collateral) except as expressly permitted herein.

Title to, Liens on, and Sale and Use of Collateral. Each The Borrower (as ------------------------------------------------- to itself only) and the Parent represents and warrants to the Agent and each of the Lenders Lender and agrees with the Agent and each of the Lenders Lender that: (a) all Property, its and its Subsidiaries Property (including the Collateral, ) is and will continue to be owned by the Borrowers and the ParentBorrower or its Subsidiaries, as applicable, free and clear of all Liens whatsoever, except for the Security Interest and other Permitted Liens; (b) the Security Interest will not be subject to any prior Lien except for Permitted Liens, if any; (c) the Borrowers Borrower will and the Parent will cause each of its Subsidiaries to use, store, and maintain its Property (including the Collateral) with all reasonable care and will use its Property or its Subsidiaries (including the Collateral) for lawful purposes only; and (d) none of the Borrowers or the Parent willBorrower will not, without the AgentLender's prior written approval, sell or dispose of or permit the sale or disposition of any of its or its Subsidiaries' Property (including the Collateral), except for sales of Inventory in the ordinary course of business and dispositions sales of Property Equipment as expressly permitted under Sections 6.12 and Section 9.7. The inclusion of Proceeds in the Collateral shall not be deemed the AgentLender's and/or Lenders' consent to any sale or other disposition of its Property (including the Collateral) except as expressly permitted herein.

Title to, Liens on, and Sale and Use of Collateral. Each The Borrower (as ------------------------------------------------- to itself only) and the Parent represents and warrants to the Agent and each of the Lenders and agrees with respect to Collateral owned by the Agent and each of the Lenders Borrower that: (a) except for sales or transfers of Inventory in the ordinary course of business, all Property, including the Collateral, Collateral is and will continue to be owned by the Borrowers and the Parent, Borrower free and clear of all Liens whatsoever, except for the Security Interest Agent's Liens and other Permitted Liens; (b) the Security Interest Agent's Liens will not be subject to any prior Lien except for the Liens described in (a), (b), (c), (d), (e), (f), (h), (i), (j), (k) and (l) of the definition of Permitted Liens, if any; (c) the Borrowers and the Parent Borrower will use, store, and maintain its Property (including the Collateral) such Collateral with all reasonable care and will use its Property (including the Collateral) such Collateral for lawful purposes only; and (d) none of the Borrowers or the Parent willBorrower will not, without the Agent's prior written approval, sell sell, lease, or dispose of or permit the sale or disposition of such Collateral or any of its Property (including the Collateral)portion thereof, except for sales or transfers of Inventory in the ordinary course of business and dispositions of Property as expressly permitted under Sections 6.12 and 9.7business. The inclusion of Proceeds in the Collateral shall not be deemed the AgentLender's and/or Lenders' consent to any sale or other disposition of its Property (including the Collateral) Collateral except as expressly permitted herein.

Title to, Liens on, and Sale and Use of Collateral. Each Borrower (as ------------------------------------------------- to itself only) and the Parent represents and warrants to the Agent and each of the Lenders and agrees with the Agent and each of the Lenders that: (a) all Property, including of the Collateral, Collateral with respect to such Borrower is and will continue to be owned by the Borrowers and the Parent, such Borrower free and clear of all Liens whatsoever, except for the Security Interest and other Permitted Liens; (b) Agent's Liens in the Security Interest Collateral will not be subject to any prior Lien except for (other than, with respect to Inventory, only Permitted Liens described in clause (d) of such defined term and other than, with respect to Fixed Assets, Permitted Liens, if any); (c) the Borrowers and the Parent such Borrower will use, store, and maintain its Property (including the Collateral) Collateral with all reasonable care and will use its Property (including the Collateral) such Collateral for lawful purposes only; and (d) none of the Borrowers or the Parent willsuch Borrower will not, without the Agent's prior written approval, sell sell, or dispose of or permit the sale or disposition of any of its Property (including the Collateral), Collateral except for sales of Inventory in the ordinary course of business and dispositions sales of Property Equipment as expressly permitted under Sections 6.12 and 9.7by Section 6.11. The inclusion of Proceeds proceeds in the Collateral shall not be deemed the to constitute Agent's and/or Lenders' or any Lender's consent to any sale or other disposition of its Property (including the Collateral) Collateral except as expressly permitted herein.

Title to, Liens on, and Sale and Use of Collateral. Each Borrower (as ------------------------------------------------- to itself only) and the Parent Loan Party represents and warrants to the Agent and each of the Lenders and agrees with the Agent and each of the Lenders that: (a) all Property, including the Collateral, of its and its Subsidiaries' Collateral is and will continue to be owned by such Loan Party or the Borrowers and the Parentrelevant Subsidiary, as applicable, free and clear of all Liens whatsoever, except for the Security Interest and other Permitted Liens; (b) the Security Interest Agent's Liens in such Collateral will not be subject to any prior Lien except for other than Permitted LiensLiens described in clauses (c), if any(d) and (e) of the definition thereof; (c) the Borrowers such Loan Party will (and the Parent will cause each of its Subsidiaries to) use, store, and maintain its Property (including the Collateral) such Collateral with all reasonable care and will use its Property (including the Collateral) such Collateral for lawful purposes only; and (d) none such Loan Party will not (and will cause each of the Borrowers or the Parent willits 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 its Property (including the Collateral), such Collateral except for sales of Inventory in the ordinary course of business and dispositions sales of Property Equipment as expressly permitted under Sections 6.12 and 9.7by Section 6.11. The inclusion of Proceeds proceeds in the Collateral shall not be deemed to constitute the Agent's and/or Lenders' or any Lender's consent to any sale or other disposition of its Property (including the Collateral) Collateral except as expressly permitted herein.

Title to, Liens on, and Sale and Use of Collateral. Each Borrower (as ------------------------------------------------- to itself only) and the Parent Loan Party represents and warrants to the Agent and each of the Lenders and agrees with the Agent and each of the Lenders that: (a) all Property, including of the Collateral, Collateral with respect to such Loan Party is and will continue to be owned by the Borrowers and the Parent, such Loan Party free and clear of all Liens whatsoever, except for the Security Interest Permitted Liens and other Permitted Lienssales of Inventory in ordinary course of business; (b) the Security Interest Agent's Liens in such Collateral will not be subject to any prior Lien Lien, except for those certain Liens in favor of Bank of America described in subsection (g) of the definition of "Permitted Liens, if any"; (c) the Borrowers and the Parent such Loan Party will use, store, and maintain its Property (including such Collateral with the Collateral) with all reasonable same degree of care as it currently uses, stores and maintains such Collateral and will use its Property (including the Collateral) such Collateral for lawful purposes only; and (d) none of the Borrowers or the Parent willBorrower will not, without the Agent's prior written approval, sell sell, or dispose of or permit the sale or disposition of any of its Property (including the Collateral), such Collateral except for sales of Inventory in the ordinary course of business and dispositions sales of Property Equipment as expressly permitted under Sections 6.12 and 9.7by Section 6.11. The inclusion of Proceeds proceeds in the such Collateral shall not be deemed to constitute the Agent's and/or Lenders' or any Lender's consent to any sale or other disposition of its Property (including the Collateral) such Collateral except as expressly permitted herein.

Title to, Liens on, and Sale and Use of Collateral. Each Borrower (as ------------------------------------------------- to itself only) and the Parent Loan Party represents and warrants to the Agent and each of the Lenders and agrees with the Agent and each of the Lenders that: (a) all Property, including of the Collateral, Collateral in which such Loan Party has an interest is and will continue to be owned by the Borrowers and the Parent, such Loan Party free and clear of all Liens whatsoever, except for the Security Interest and other Permitted Liens; (b) the Security Interest Agent’s Liens in the Collateral in which such Loan Party has an interest will not be subject to any prior Lien except (except, with respect to Fixed Assets, for those Liens identified in clauses (c), (d), (e), (g), (h) and (k) (but only to the extent set forth in the related financial institution account agreement or blocked account agreement) of the definition of Permitted Liens, if any); (c) the Borrowers and the Parent such Loan Party will use, store, and maintain its Property (including the Collateral) Collateral in which such Loan Party has an interest with all reasonable care and will use its Property (including the Collateral) such Collateral for lawful purposes only; and (d) none of the Borrowers or the Parent willsuch Loan Party will not, without the Agent's ’s prior written approval, sell or dispose of or permit the sale or disposition of any of its Property (including the Collateral), Collateral in which such Loan Party has an interest except for sales of Inventory in the ordinary course of business and dispositions sales of Property Equipment as expressly permitted by Section 6.12 or otherwise under Sections 6.12 and 9.7this Agreement. The inclusion of Proceeds proceeds in the Collateral shall not be deemed to constitute the Agent's and/or Lenders' ’s or any Lender’s consent to any sale or other disposition of its Property (including the Collateral) Collateral except as expressly permitted herein.