Representations Concerning Collateral Sample Clauses

Representations Concerning Collateral. (a) Except for the security interest granted to Lender pursuant to this Agreement, Borrower is the sole owner of each item of the Collateral in which it purports to grant a security interest hereunder, having good and marketable title thereto, free and clear of any and all Liens. No material amounts payable under or in connection with any of its Receivables are evidenced by Instruments which have not been delivered to Lender. (b) No effective security agreement, financing statement, equivalent security or Lien instrument or continuation statement covering all or any part of the Collateral is on file or of record in any public office, except such as may have been filed by Borrower in favor of Lender pursuant to this Agreement. (c) Appropriate financing statements having been filed, this Agreement is effective to create a valid and continuing first priority Lien on and first priority perfected security interest in the Collateral with respect to which a security interest may be perfected by filing pursuant to the UCC in favor of Lender, prior to all other Liens and is enforceable as such as against creditors of, and purchasers from, Borrower (other than purchasers of Inventory in the ordinary course of business). All action necessary or desirable to protect and perfect such security interest in each item of the Collateral has been duly taken. (d) Borrower's principal place of business and the place where its records concerning the Collateral are kept and the location of its Eligible Inventory are set forth on ITEM 5.15 ("Place of Business") of the Disclosure Schedule. (e) Each Account reflected on any report furnished to Lender (i) is owned by Borrower free and clear of all Liens in favor of any Person other than Lender, other than Permitted Liens (ii) covers a bona fide final sale of merchandise usually dealt in by Borrower in the ordinary course of Borrower's business or the rendition of service by Borrower to customers in the ordinary course of Borrower's business, (iii) is for a liquidated amount maturing as stated in the duplicate invoice or other supporting data covering such transaction and (iv) is not subject to any deduction, offset, counterclaim, return privilege or other condition.

Representations Concerning Collateral. Upon each transfer of Collateral in the manner specified in Section 8.7 and after the other actions described in Section 8.7 have been taken by the appropriate parties, the Collateral Agent in accordance with Section 8.7, for the benefit of the Secured Parties, will have a perfected pledge of and security interest in such Collateral and all proceeds thereof (subject to § 9-315(c) of the UCC), which security interest shall be prior to all other interests in such Collateral, other than certain Permitted Liens that are prior to the security interest of the Secured Parties by operation of law or, in the case of clause (h) of the definition of "Permitted Liens", by contract. No filings other than those described or referred to in Section 8.7 or any other action other than those described in Section 8.7 will be necessary to perfect such security interest.

Representations Concerning Collateral. 100 Section 4.20 Ordinary Course ....................................................................................100 Section 4.21 Anti-Money Laundering and Anti-Terrorism Finance Laws ................101 Section 4.22 Anti-Corruption Laws ...........................................................................101 Section 4.23

Representations Concerning Collateral. Borrower and Guarantors ------------------------------------- jointly and severally represent and warrant to Bank that: (b) As of the effective date of any Borrowing Base Certificate signed and delivered to Bank on behalf of Borrower, Borrower shall be deemed to have warranted as to each Account or Student Note included as an Eligible Account or Eligible Note in the calculation of the Borrowing Base in such Certificate that such Account or Student Note is an Eligible Account or Eligible Note, as the case may be, as defined herein. (c) Except for the security interests granted to Bank herein and those permitted under the Section entitled, "Restrictions on Liens", Borrower or --------------------- a Guarantor is, and as to Collateral acquired after the date hereof Borrower or a Guarantor shall and will be, the owner of the Collateral free from any Lien or other right, title or interest of any other Person and free from any restriction on transfer except such as may be imposed by applicable securities laws, and Borrower and Guarantors shall defend the Collateral against all claims and demands of all Persons at any time claiming the same or any interest therein adverse to Bank. (d) All of Borrower's and Guarantors' records pertaining to Accounts, Instruments, Contract Rights and Inventory are kept at the addresses set forth in Exhibit 7.01(a), except as may be disclosed in writing to Bank in --------------- an Exhibit to this Agreement designated Exhibit 7.01(d). --------------- (e) The address of each place of business and the chief executive office of each of Borrower and Guarantors is as set forth on Exhibit 7.01(e). --------------- (f) Except as set forth on Exhibit 7.01(f), if any, neither --------------- Borrower nor any Guarantor owns any property subject to a certificate of title law or any judgments, tort claims, ships or aircraft.

Representations Concerning Collateral. (a) Upon each transfer of Collateral in the manner specified in Section 8.7 and after the other actions described in Section 8.7 have been taken by the appropriate parties, the Collateral Agent in accordance with Section 8.7, for the benefit of the Secured Parties, will have a perfected pledge of and security interest in such Collateral and all proceeds thereof (subject to

Representations Concerning Collateral