Common use of No Adverse Claims, Etc Clause in Contracts

No Adverse Claims, Etc. Against Receivables and Trust Property. Nationstar hereby covenants that, except for the transfer under the Purchase Agreement, the transfer hereunder and as of any date on which Nationstar Additional Receivables are transferred, it will not sell, pledge, assign or transfer to any other Person, or grant, create, incur or assume any Adverse Claim on any of the Nationstar Additional Receivables, or any interest therein (other than Permitted Liens). Nationstar shall notify Advance Purchaser and its designees of the existence of any Adverse Claim (other than as provided above) on any Receivable immediately upon discovery thereof; and Nationstar shall defend the right, title and interest of Advance Purchaser and its assignees in, to and under the Receivables against all claims of third parties claiming through or under it; provided, however, that nothing in this Section 7 shall be deemed to apply to any Adverse Claims for municipal or other local taxes and other governmental charges if such taxes or governmental charges shall not at the time be due and payable or if Nationstar shall currently be contesting the validity thereof in good faith by appropriate Proceedings. In addition, Nationstar shall take all actions as may be necessary to ensure that, if this Agreement were deemed to create, or does create, a security interest in the Receivables and the other Nationstar Transferred Assets, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such until the Receivables Sale Termination Date.

No Adverse Claims, Etc. Against Receivables and Trust Property. Nationstar Advance Purchaser hereby covenants that, except for the transfer under the Purchase Agreement, the transfer hereunder and as of any date on which Nationstar Additional Receivables are transferred, it will not sell, pledge, assign or transfer to any other Person, or grant, create, incur or assume any Adverse Claim on any of the Nationstar Additional Aggregate Receivables, or any interest therein (other than Permitted Liens). Nationstar Advance Purchaser shall notify Advance Purchaser the Depositor and its designees of the existence of any Adverse Claim (other than as provided above) on any Receivable immediately upon discovery thereof; and Nationstar Advance Purchaser shall defend the right, title and interest of Advance Purchaser the Depositor and its assignees in, to and under the Receivables against all claims of third parties claiming through or under it; provided, however, that nothing in this Section 7 8 shall be deemed to apply to any Adverse Claims for municipal or other local taxes and other governmental charges if such taxes or governmental charges shall not at the time be due and payable or if Nationstar Advance Purchaser shall currently be contesting the validity thereof in good faith by appropriate Proceedings. In addition, Nationstar Advance Purchaser shall take all actions as may be necessary to ensure that, if this Agreement were deemed to create, or does create, a security interest in the Receivables and the other Nationstar Transferred Assets, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such until the Receivables Sale Termination Date.

No Adverse Claims, Etc. Against Receivables and Trust Property. Nationstar Ditech hereby covenants that, except for the transfer under the Purchase Agreement, the transfer hereunder and as of any date on which Nationstar Additional Receivables are transferred, it will not sell, pledge, assign or transfer to any other Person, or grant, create, incur or assume any Adverse Claim on any of the Nationstar Additional Aggregate Receivables, or any interest therein (other than Permitted Liens). Nationstar Ditech shall notify Advance Purchaser the Depositor and its designees of the existence of any Adverse Claim (other than as provided above) on any Receivable immediately upon discovery thereof; and Nationstar Ditech shall defend the right, title and interest of Advance Purchaser the Depositor and its assignees in, to and under the Receivables against all claims of third parties claiming through or under it; provided, however, that nothing in this Section 7 6 shall be deemed to apply to any Adverse Claims for municipal or other local taxes and other governmental charges if such taxes or governmental charges shall not at the time be due and payable or if Nationstar Ditech shall currently be contesting the validity thereof in good faith by appropriate Proceedings. In addition, Nationstar Ditech shall take all actions as may be necessary to ensure that, if this Agreement were deemed to create, or does create, a security interest in the Receivables and the other Nationstar Transferred Assets, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such until the Receivables Sale Termination Date.