Common use of Conveyance of Conveyed Assets; Security Interests Clause in Contracts

Conveyance of Conveyed Assets; Security Interests. Except for the transfers and conveyances hereunder or under any other Transaction Document, the Sellers will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien, on any Conveyed Asset, or any interest therein and SierxxXxxxxx.xxx xxxll defend the right, title, and interest of the Owner Trustee, on behalf of the Trust, the Indenture Trustee and their respective successors and assigns in, to, and under the Conveyed Assets, against all claims of third parties claiming, through or under the Sellers; provided, however, that nothing in this Section 4.01(d) shall prevent or be deemed to prohibit SierxxXxxxxx.xxx xxxm suffering to exist upon any of the Conveyed Assets any Liens for municipal or other local taxes if such taxes shall not at the time be due and payable or if SierxxXxxxxx.xxx xxxll concurrently be contesting the validity thereof in good faith by appropriate proceedings and shall have set aside on its books adequate reserves with respect thereto and such contests pose no risk of forfeiture.

Appears in 2 contracts

Samples: Receivables Transfer Agreement (First Sierra Receivables Iii Inc), Receivables Transfer Agreement (First Sierra Receivables Iii Inc)

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Conveyance of Conveyed Assets; Security Interests. Except for the transfers and conveyances hereunder hereunder, under any Subsequent Transfer Agreement or under any other Transaction Document, the Sellers will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien, on any Conveyed Asset, or any interest therein and SierxxXxxxxx.xxx xxxll First Sierra shall defend the right, title, and interest of the Owner Trustee, on behalf of the Trust, the Indenture Trustee Trustee, the Note Insurer and their respective successors and assigns in, to, and under the Conveyed Assets, against all claims of third parties claiming, through or under the Sellers; provided, however, that nothing in this Section 4.01(d) shall prevent or be deemed to prohibit SierxxXxxxxx.xxx xxxm First Sierra from suffering to exist upon any of the Conveyed Assets any Liens for municipal or other local taxes if such taxes shall not at the time be due and payable or if SierxxXxxxxx.xxx xxxll First Sierra shall concurrently be contesting the validity thereof in good faith by appropriate proceedings and shall have set aside on its books adequate reserves with respect thereto and such contests pose no risk of forfeiture.

Appears in 2 contracts

Samples: Receivables Transfer Agreement (First Sierra Receivables Iii Inc), Receivables Transfer Agreement (First Sierra Receivables Iii Inc)

Conveyance of Conveyed Assets; Security Interests. Except for the transfers and conveyances hereunder hereunder, or under any other Transaction Document, the Sellers will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien, on any Conveyed Asset, or any interest therein and SierxxXxxxxx.xxx xxxll First Sierra shall defend the right, title, and interest of the Owner TrusteeTransferor, on behalf of the Trust, the Indenture Trustee Trustee, the Note Insurer, the Letter of Credit Bank and their respective successors and assigns in, to, and under the Conveyed Assets, against all claims of third parties claiming, through or under the Sellers; provided, however, that nothing in this Section 4.01(d4.01(f) shall prevent or be deemed to prohibit SierxxXxxxxx.xxx xxxm First Sierra from suffering to exist upon any of the Conveyed Assets any Liens for municipal or other local taxes if such taxes shall not at the time be due and payable or if SierxxXxxxxx.xxx xxxll First Sierra shall concurrently be contesting the validity thereof in good faith by appropriate proceedings and shall have set aside on its books adequate reserves with respect thereto and such contests pose no risk of forfeiture.

Appears in 1 contract

Samples: Receivables Transfer Agreement (Prudential Securities Secured Financing Corp)

Conveyance of Conveyed Assets; Security Interests. Except for the transfers and conveyances hereunder hereunder, or under any other Transaction Document, the Sellers will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien, on any Conveyed Asset, or any interest therein and SierxxXxxxxx.xxx xxxll First Sierra shall defend the right, title, and interest of the Owner Trustee, on behalf of the Trust, the Indenture Trustee Trustee, the Note Insurer and their respective successors and assigns in, to, and under the Conveyed Assets, against all claims of third parties claiming, through or under the Sellers; provided, however, that nothing in this Section 4.01(d4.01(f) shall prevent or be deemed to prohibit SierxxXxxxxx.xxx xxxm First Sierra from suffering to exist upon any of the Conveyed Assets any Liens for municipal or other local taxes if such taxes shall not at the time be due and payable or if SierxxXxxxxx.xxx xxxll First Sierra shall concurrently be contesting the validity thereof in good faith by appropriate proceedings and shall have set aside on its books adequate reserves with respect thereto and such contests pose no risk of forfeiture.

Appears in 1 contract

Samples: Receivables Transfer Agreement (First Sierra Receivables Iii Inc)

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Conveyance of Conveyed Assets; Security Interests. Except for the transfers and conveyances hereunder or under any other Transaction Document, the Sellers will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien, on any Conveyed Asset, or any interest therein and SierxxXxxxxx.xxx xxxll First Sierra shall defend the right, title, and interest of the Owner Trustee, on behalf of the Trust, the Indenture Trustee and their respective successors and assigns in, to, and under the Conveyed Assets, against all claims of third parties claiming, through or under the Sellers; provided, however, that nothing in this Section 4.01(d) shall prevent or be deemed to prohibit SierxxXxxxxx.xxx xxxm First Sierra from suffering to exist upon any of the Conveyed Assets any Liens for municipal or other local taxes if such taxes shall not at the time be due and payable or if SierxxXxxxxx.xxx xxxll First Sierra shall concurrently be contesting the validity thereof in good faith by appropriate proceedings and shall have set aside on its books adequate reserves with respect thereto and such contests pose no risk of forfeiture.

Appears in 1 contract

Samples: Receivables Transfer Agreement (First Sierra Receivables Iii Inc)

Conveyance of Conveyed Assets; Security Interests. Except for the transfers and conveyances hereunder and pursuant to the Pooling and Servicing Agreement, or under any other Transaction Document, the Sellers First Sierra will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien, on any Conveyed Asset, or any interest therein and SierxxXxxxxx.xxx xxxll First Sierra shall defend the right, title, and interest of the Owner Trustee, on behalf of the Trustsuch, the Indenture Trustee and their respective successors and assigns in, to, and under the Conveyed Assets, against all claims of third parties claiming, through or under the SellersFirst Sierra; provided, however, that nothing in this Section 4.01(d4.01(i) shall prevent or be deemed to prohibit SierxxXxxxxx.xxx xxxm First Sierra from suffering to exist upon any of the Conveyed Assets any Liens for municipal or other local taxes if such taxes shall not at the time be due and payable or if SierxxXxxxxx.xxx xxxll First Sierra shall concurrently be contesting the validity thereof in good faith by appropriate proceedings and shall have set aside on its books adequate reserves with respect thereto and such contests pose no risk of forfeiturethereto.

Appears in 1 contract

Samples: Sale and Contribution Agreement (First Sierra Receivables Ii Inc)

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