Status of Collateral. All Collateral is genuine and validly existing. Except for items of insignificant value or as otherwise reflected in writing by Debtor to Bank under a borrowing base or otherwise, (i) Collateral constituting inventory, equipment and fixtures is in good condition, not obsolete and is either currently saleable or usable; and (ii) Collateral constituting accounts, contract rights, notes, chattel paper and other third-party obligations to pay is fully enforceable in accordance with its terms and not subject to return, dispute, setoff, credit allowance or adjustment, except for discounts for prompt payment. Unless Debtor provides Bank with written notice to the contrary, Debtor has no notice or knowledge of anything that would impair the ability of any third-party obligor to pay any debt to Debtor when due.
Status of Collateral. The Collateral is held by Dealership in trust for each of the Ally Parties. The Collateral must be and remain free from all confiscations, assessments, forfeitures, loss, destruction, impairment, tax liens and other liens, security interests, pledges, claims, and encumbrances except for:
Status of Collateral. (a) (a) None of the Pledged Equity Interest of such Pledgor has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject.
Status of Collateral. The Credit Parties are and shall be the sole owners, free and clear of all Liens except in favor of the Collateral Agent or otherwise permitted under Section 7.2 hereunder, of and fully authorized to sell, transfer, pledge and/or grant a security interest in all of the Collateral (other than Excluded Collateral, as defined in the applicable Security Documents).
Status of Collateral. All of the Collateral consisting of securities has been duly and validly issued and is fully paid for and non-assessable. Except for Collateral that Debtor has previously disclosed to Lender as “restricted securities” or securities held by an “affiliate” (as such terms are defined in Rule 144 under the Securities Act of 1933, as amended), including Collateral consisting of the stock of any subsidiary of Debtor, or as may be specifically stated to the Lender in writing prior to the date of this Pledge Agreement, all of the Collateral is transferable without prior notice to, or approval or consent from, any person or governmental or regulatory authority, and there exists no condition or restriction or restrictive legend to or affecting the transfer of the Collateral.
Status of Collateral. The Borrower Representative agrees to advise the Lender promptly, in sufficient detail, upon becoming aware of: (a) any substantial change relating to the type, quantity or quality of the Collateral (other than the ordinary course purchase and sale of Inventory consistent with past practice), or (b) any event which, singly or in the aggregate with other such events, could reasonably be expected to have an adverse effect on Collateral values in excess of One Hundred Thousand Dollars ($100,000), or (c) any event which, singly or in the aggregate with other such events, could reasonably be expected to adversely affect the security interests granted to the Lender herein in excess of One Hundred Thousand Dollars ($100,000).
Status of Collateral. All of the Pledged Equity Interests have been duly and validly issued and are fully paid and non-assessable (to the extent such concepts are applicable). No Collateral is subject to any defense, offset or counterclaim, nor have any of the foregoing been asserted or alleged against the Borrower by any Person.
Status of Collateral. All Collateral is genuine and validly existing. Except for items of insignificant value or as otherwise reflected in writing by Borrowers to Bank under a borrowing base or otherwise, (i) Collateral constituting inventory, equipment and fixtures is in good condition, not obsolete and is either currently saleable or usable; and (ii) Collateral constituting accounts, contract rights, notes, chattel paper and other third-party obligations to pay is fully enforceable in accordance with its terms and not subject to return, dispute, setoff, credit allowance or adjustment, except for discounts for prompt payment. Unless Borrowers provide Bank with written notice to the contrary, no Borrower has notice or knowledge of anything that would impair the ability of any third-party obligor to pay any debt to such Borrower when due.
Status of Collateral. With respect to the Collateral (hereinafter defined), to Borrower's knowledge: the Collateral and all documents related thereto, including guaranties, if any (all of which documents are collectively referred to herein as the "COLLATERAL LOAN DOCUMENTS") and each of them are enforceable according to their terms; at the time of the execution of this Agreement, Borrower has good title to the Collateral and all collateral loan documents; Lenders have (or upon execution of the Loan Documents shall have) a first priority perfected security interest in the Collateral; all parties to the Collateral and collateral loan documents have full capacity to contract; Borrower has no knowledge of any facts which impair the validity of the Collateral; all filings and recordings required by law have been completed and complied with; all Collateral represent obligations which are not contingent or disputable; Borrower has no knowledge of any fact which would impair the general performance of the obligations under the Collateral or Borrower's rights under the Collateral (other than the customary rate of non-compliance, which rate of non-compliance is in the ordinary course of business and consistent with Borrower's operating history); the Collateral have not been sold or pledged to a third party; the Borrower owns all of the Collateral free and clear of any liens, security interests or encumbrances; PROVIDED, HOWEVER, that the Borrower shall be permitted to contribute and sell, and grant security interests in, accounts, chattel paper, instruments and general intangibles to KBK Receivables pursuant to the Sale Agreement, unless Borrower has represented to Lender that such items are Collateral Accounts (hereinafter defined).
Status of Collateral. As of the date hereof, the Company has good and marketable title to all of its properties, assets and rights of every name and nature now purported to be owned by it, including, without limitation, the Collateral, free from all liens, charges and encumbrances whatsoever, except as disclosed on SCHEDULE 6.4 hereof. At the time the Company pledges, sells, assigns or transfers to the Bank any instrument, document of title, security, chattel paper or other property (including Inventory, contract rights and Accounts) or any proceeds or products thereof, or any interest therein, the Company shall be the lawful owner thereof and shall have good right to pledge, sell, assign or transfer the same; none of such property shall have been pledged, sold, assigned or transferred to any Person other than the Bank or in any way encumbered, except as disclosed in SCHEDULE 6.4 of this Agreement; and the Company shall defend the same against the claims and demands of all Persons.
