Common use of Sales, Liens Clause in Contracts

Sales, Liens. The Seller will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Adverse Claim upon (including, without limitation, the filing of any financing statement) or with respect to, any Receivable, Related Security or Collections, or upon or with respect to any Contract under which any Receivable arises, or any Lock-Box or Collection Account, or assign any right to receive income with respect thereto (other than, in each case, the creation of the interests therein in favor of the Administrative Agent, the Managing Agents and the Purchasers provided for herein), and the Seller will defend the right, title and interest of the Administrative Agent, the Managing Agents and the Purchasers in, to and under any of the foregoing property, against all claims of third parties claiming through or under the Seller or the Originator. The Seller will not create or suffer to exist any mortgage, pledge, security interest, encumbrance, lien, charge or other similar arrangement on any of its inventory.

Sales, Liens. The Seller will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Adverse Claim upon (including, without limitation, the filing of any financing statement) or with respect to, any Purchased Receivable, Related Security or Collections, or upon or with respect to any Contract or Invoice under which any Purchased Receivable arises, or any Lock-Box or Collection Account, or assign any right to receive income with respect thereto (other than, in each case, the creation of the interests therein in favor of the Administrative Agent, the Managing Agents and the Purchasers provided for herein), and the Seller will defend the right, title and interest of the Administrative Agent, the Managing Agents and the Purchasers in, to and under any of the foregoing property, against all claims of third parties claiming through or under the Seller or the any Originator. The Seller will not create or suffer to exist any mortgage, pledge, security interest, encumbrance, lien, charge or other similar arrangement on any of its inventory, the financing or lease of which gives rise to any Receivable.

Sales, Liens. The Seller Borrower will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Adverse Claim upon (including, without limitation, the filing of any financing statement) or with respect to, any Receivable, Related Security or Security, Collections, Letter of Credit Collateral or other Collateral or upon or with respect to any Contract under which any Receivable arises, or any Lock-Box or Collection Deposit Account, or assign any right to receive income with respect thereto (other than, in each case, the creation of the interests therein in favor of the Administrative Agent, the Managing Agents Agent and the Purchasers Secured Parties provided for herein), and the Seller Borrower will defend the right, title and interest of the Administrative Agent, the Managing Agents Issuing Lenders and the Purchasers Lenders in, to and under any of the foregoing property, against all claims of third parties claiming through or under the Seller Borrower or the any Originator. The Seller Borrower will not create or suffer to exist any mortgage, pledge, security interest, encumbrance, lien, charge or other similar arrangement on any of its inventory.

Sales, Liens. The Seller will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Adverse Claim upon (including, without limitation, the filing of any financing statement) or with respect to, any Receivable, Related Security or Collections, or upon or with respect to any Contract under which any Receivable arises, or any Lock-Box or Collection Account, or assign 737919142 18589498 RECEIVABLES PURCHASE AGREEMENT any right to receive income with respect thereto (other than, in each case, the creation of the interests therein in favor of the Administrative Agent, the Managing Agents Agent and the Purchasers provided for herein), and the Seller will defend the right, title and interest of the Administrative Agent, the Managing Agents Agent and the Purchasers in, to and under any of the foregoing property, against all claims of third parties claiming through or under the Seller or the any Originator. The Seller will not create or suffer to exist any mortgage, pledge, security interest, encumbrance, lien, charge or other similar arrangement on any of its inventory, the financing or lease of which gives rise to any Receivable.

Sales, Liens. The Seller Borrower will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Adverse Claim upon (including, without limitation, the filing of any financing statement) or with respect to, any Receivable, Related Security or Security, Collections, Letter of Credit Collateral or other Collateral or upon or with respect to any Contract under which any Receivable arises, or any Lock-Box or Collection Deposit Account, or assign any right to receive income with respect thereto (other than, in each case, the creation of the interests therein in favor of the Administrative Agent, the Managing Agents Agent and the Purchasers Secured Parties provided for herein), and the Seller Borrower will defend the right, title and interest of the Administrative Agent, the Managing Agents Issuing Lender and the Purchasers Lenders in, to and under any of the foregoing property, against all claims of third parties claiming through or under the Seller Borrower or the any Originator. The Seller Borrower will not create or suffer to exist any mortgage, pledge, security interest, encumbrance, lien, charge or other similar arrangement on any of its inventory.

Sales, Liens. The Seller will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Adverse Claim upon (including, without limitation, the filing of any financing statement) or with respect to, any Receivable, Related Security or Collections, or upon or with respect to any Contract under which any Receivable arises, or any Lock-Box or Collection Account, or assign any right to receive income with respect thereto (other than, in each case, (x) the creation of the interests therein in favor of the Administrative Agent, the Managing Agents and the Purchasers provided for hereinherein and (y) Permitted Adverse Claims), and the Seller will defend the right, title and interest of the Administrative Agent, the Managing Agents and the Purchasers in, to and under any of the foregoing property, against all claims of third parties claiming through or under the Seller or the any Originator. The Seller will not create or suffer to exist any mortgage, pledge, security interest, encumbrance, lien, charge or other similar arrangement on any of its inventoryinventory other than Permitted Adverse Claims.

Sales, Liens. The Seller will Borrower shall not sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Adverse Claim upon (including, without limitation, the filing of any financing statement) or with respect to, any ReceivableReceivable (other than Repurchased Receivables), Related Security or CollectionsSecurity, the Collections with respect thereto and other Collateral, or upon or with respect to any Contract under which any Receivable arises, or any Lock-Box or the Collection Account, or assign any right to receive income with respect thereto (other than, in each case, the creation of the interests therein in favor of the Administrative Agent, the Managing Agents Agent and the Purchasers Lenders provided for herein), and the Seller will Borrower shall defend the right, title and security interest of the Administrative Agent, the Managing Agents Agent and the Purchasers Lenders in, to and under any of the foregoing property, against all claims of third parties claiming through or under the Seller Borrower or the Originator. The Seller Borrower will not create or suffer to exist any mortgage, pledge, security interest, encumbrance, lien, charge or other similar arrangement on any of its inventory, the lease of which gives rise to any Receivable.

Sales, Liens. The Seller will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Adverse Claim upon (including, without limitation, the filing of any financing statement) or with respect to, any Receivable, Related Security or Collections, or upon or with respect to any Contract under which any Receivable arises, or any Lock-Box or Collection Account, or assign any right to receive income with respect thereto (other than, in each case, the creation of the interests therein in favor of the Administrative Agent, the Managing Agents SLOT Agent and the Purchasers SLOT Purchaser provided for hereinherein and the First Lien Adverse Claims), and the Seller will defend the right, title and interest of the Administrative Agent, the Managing Agents SLOT Agent and the Purchasers SLOT Purchaser in, to and under any of the foregoing property, against all claims of third parties claiming through or under the Seller or the any Originator. The Seller will not create or suffer to exist any mortgage, pledge, security interest, encumbrance, lien, charge or other similar arrangement on any of its inventory.

Sales, Liens. The No Seller will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Adverse Claim upon (including, without limitation, the filing of any financing statement) or with respect to, any Receivable, Related Security or Collections, or upon or with respect to any the Writing or Contract under which any Receivable arises, or any Lock-Box or Collection Account, or assign any right to receive income with respect thereto (other than, in each case, (i) the creation of the interests therein in favor of the Administrative Agent, the Managing Agents Agent and the Purchasers provided for hereinherein and (ii) as contemplated under the Receivables Sale Agreements), and the each Seller will defend the right, title and interest of the Administrative Agent, the Managing Agents Agent and the Purchasers in, to and under any of the foregoing property, against all claims of third parties claiming through or under the such Seller or the any Originator. The No Seller will not create or suffer to exist any mortgage, pledge, security interest, encumbrance, lien, charge or other similar arrangement on any of its inventory, the financing or lease of which gives rise to any Receivable (other than, in each case, as contemplated under the Receivables Sale Agreements).

Sales, Liens. The Seller will shall not sell, assign Transfer (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Adverse Claim upon (including, without limitation, the filing of any financing statement) or with respect to, any Dealer Receivable, Related Security or CollectionsCollections or other Pool Asset, or upon or with respect to any Contract under which any Dealer Receivable arises, or any Lock-Box or Collection Deposit Account, or assign any right to receive income with respect thereto (other than, in each case, the creation of the interests therein in favor favour of the Administrative AgentCustodian, the Managing Agents Agent and the Purchasers provided for herein), and the Seller will shall defend the right, title and interest of the Administrative AgentCustodian, the Managing Agents Agent and the Purchasers in, to and under any of the foregoing property, against all claims of third parties claiming through or under the Seller or the OriginatorSeller. The Seller will shall not create or suffer to exist any mortgage, pledge, security interest, encumbrance, lien, charge or other similar arrangement Adverse Claim on any of its inventory, unless an intercreditor agreement in form satisfactory to the Agent is in force between the Agent on behalf of the Purchasers and any other Person holding any such Adverse Claim.