Common use of 2Collateral Clause in Contracts

2Collateral. (a) Each Obligor has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Note Documents, and no Obligor has any Deposit Accounts, Securities Accounts, Commodity Accounts or other bank or investment accounts other than the Collateral Accounts and the Excluded Accounts, if any, described in the Perfection Certificate delivered to Purchaser Agent on or prior to the Effective Date or such Obligor has given Purchaser Agent notice and, other than with respect to the Excluded Accounts, taken such actions as are necessary to give Purchaser Agent a perfected security interest therein. Each Account owned by any Obligor is a bona fide, existing obligation of the applicable Account Debtor. (b) On the Effective Date, and except as disclosed on the Perfection Certificate delivered on or prior to the Effective Date (i) the On-Site Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral, other than Collateral with a Fair Market Value not to exceed Five Hundred Thousand Dollars ($500,000) in any single location or One Million Five Hundred Thousand Dollars ($1,500,000) in the aggregate in all locations. None of the On-Site Collateral is maintained at locations other than as disclosed in the Perfection Certificate and permitted pursuant to Section 6.6(g) (to the extent such location is in the United States), or Section 6.10, as applicable. ​ ​ (c) All Inventory owned by any Obligor or any Subsidiary is in all material respects of good and marketable quality, free from material defects. (d) Except as noted on the Perfection Certificate, no Obligor is a party to, nor is bound by, any Restricted License. (e) As of the Effective Date, neither Parent nor any of its Subsidiaries owns or has title to or interest in, any real property, except for leasehold interest in the real property leased by it as is necessary or desirable to the conduct of its business.

2Collateral. (a) Each Obligor has Borrower and each its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Note Loan Documents, free and no Obligor has clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other bank or investment accounts other than the Collateral Accounts and or the Excluded Accountsother investment accounts, if any, described in the Perfection Certificate Certificates delivered to Purchaser Collateral Agent on or prior to the Effective Date in connection herewith with respect of which Borrower or such Obligor Subsidiary has given Purchaser Collateral Agent notice and, other than with respect to the Excluded Accounts, and taken such actions as are necessary to give Purchaser Collateral Agent a perfected security interest thereintherein to the extent required under this Agreement. Each Account owned by any Obligor is a The Accounts are bona fide, existing obligation obligations of the applicable Account DebtorDebtors. (b) On the Effective Date, and except as disclosed on the Perfection Certificate delivered on or prior to the Effective Date (i) the On-Site Collateral (other than (1) Marketing Samples, (2) inventory in transit and (3) laptops and mobile phones) is not in the possession of any a third party bailee (such as a warehouse), ) and (ii) no such third party bailee possesses components of the Collateral, other than Collateral with a Fair Market Value not to exceed Five Hundred Thousand Dollars (an aggregate value exceeding $500,000) in any single location or One Million Five Hundred Thousand Dollars ($1,500,000) in the aggregate in all locations. None of the On-Site components of the Collateral is (other than (1) Marketing Samples, (2) inventory in transit, and (3) laptops and mobile phones) shall be maintained at locations other than as disclosed in the Perfection Certificate and Certificates on the Effective Date or as permitted pursuant to Section 6.6(g) (to the extent such location is in the United States), or Section 6.10, as applicable. ​ ​6.11. (c) All unexpired Inventory owned by any Obligor or any Subsidiary is in all material respects of good and marketable quality, free from material defects. (d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. (i) Each of Borrower’s and its Subsidiaries’ material Patents is valid and enforceable and no part of Borrower’s or its Subsidiaries’ material Intellectual Property has been judged invalid or unenforceable, in whole or in part, and (ii) to the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property or any practice by Borrower or its Subsidiaries violates the rights of any third party except to the extent such claim could not reasonably be expected to have a Material Adverse Change. Except as noted on the Perfection CertificateCertificates, no Obligor neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any Restricted License. material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (ei) As prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or other material agreement or any other property, or (ii) for which a default under or termination of the Effective Date, neither Parent nor could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) Business Days of Borrower or any of its Subsidiaries owns entering into or has title becoming bound by any material license or other material agreement with respect to which Borrower or interest in, any real property, except for leasehold interest in Subsidiary is the real property leased by it as licensee (other than over-the-counter software that is necessary or desirable commercially available to the conduct of its business.public). ​