Common use of Security Interests Clause in Contracts

Security Interests. Except for the conveyances hereunder and any subsequent pledge of the Receivables under the Indenture, the Seller will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien on any Receivable, whether now existing or hereafter created, or any interest therein, the Seller will immediately notify the Purchaser of the existence of any Lien on any Receivable and, in the event that the interests of the Purchaser (or any assignee thereof) in such Receivable are materially and adversely affected, such Receivable shall be repurchased from the Purchaser by the Seller in the manner and with the effect specified in Section 2.04, and the Seller shall defend the right, title and interest of the Purchaser in, to and under the Receivables, whether now existing or hereafter created, against all claims of third parties claiming through or under the Seller; provided, however, that nothing in this subsection shall prevent or be deemed to prohibit the Seller from suffering to exist upon any of the Receivables, Liens for municipal or other local taxes if such taxes shall not at the time be due and payable or if the Seller shall currently be contesting the validity of such taxes in good faith by appropriate proceedings and shall have set aside on its books adequate reserves with respect thereto.

Security Interests. Except for the conveyances transfers hereunder and any subsequent pledge of the Receivables under the Indenture------------------ Transfer and Servicing Agreement, the Seller will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien on any Receivable, whether now existing or hereafter createdtransferred to the Issuer, or any interest therein, the . Seller will immediately notify the Purchaser Owner Trustee of the existence of any Lien on any Receivable and, in the event that the interests of the Purchaser (or any assignee thereof) in such Receivable are materially Receivable; and adversely affected, such Receivable shall be repurchased from the Purchaser by the Seller in the manner and with the effect specified in Section 2.04, and the Seller shall defend the right, title and interest of the Purchaser Issuer in, to and under the Receivables, whether now existing or hereafter createdtransferred to the Issuer, against all claims of third parties claiming through or under the Sellerparties; provided, however, that nothing in this subsection Section 2.5(b) shall -------- ------- -------------- prevent or be deemed to prohibit the Seller from suffering to exist upon any of the Receivables, Receivables any Liens for state, municipal or other local taxes if such taxes shall not at the time be due and payable or if the Seller shall currently be contesting the validity of such taxes thereof in good faith by appropriate proceedings and shall have set aside on its books adequate reserves with respect thereto; provided further, however, that nothing in this Section 2.5(b) shall prevent or -------- ------- ------- -------------- be deemed to prohibit Seller from granting a participation interest in the Seller Interest.

Security Interests. Except for the conveyances hereunder and any subsequent pledge of the Receivables under the IndentureConveyances contemplated hereunder, the Seller will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien on any Receivable, whether now existing or hereafter created, or any interest therein, ; the Seller will immediately promptly notify the Purchaser Trustee of the existence of any Lien on any Receivable and, in the event that the interests of the Purchaser (or any assignee thereof) in such Receivable are materially and adversely affected, such Receivable shall be repurchased from the Purchaser by the Seller in the manner and with the effect specified in Section 2.04, Receivable; and the Seller shall defend the right, title and interest of the Purchaser Trust in, to and under the Receivables, whether now existing or hereafter created, against all claims of third parties claiming through or under the SellerSeller or the Originator; provided, however, that nothing in this subsection 2.5(b) shall prevent or be deemed to prohibit the Seller from suffering to exist upon any of the Receivables, Receivables any Liens for municipal or and other local taxes if such taxes shall not at the time be due and payable or if the Seller or the Originator, as applicable, shall currently be contesting the validity of such taxes thereof in good faith by appropriate proceedings and shall have set aside on its books adequate reserves with respect thereto.

Security Interests. Except for the conveyances hereunder (and any subsequent pledge of the Receivables as contemplated under the IndentureFirst Tier Purchase Agreement and the Pooling and Servicing Agreement), the Seller will shall not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien on any Receivable, whether now existing or hereafter created, or any interest therein, ; the Seller will shall immediately notify the Purchaser of the existence of any Lien on any Receivable and, in the event that the interests of the Purchaser (or any assignee thereof) in such Receivable are materially and adversely affected, such Receivable shall be repurchased from the Purchaser by the Seller in the manner and with the effect specified in Section 2.04, Receivable; and the Seller shall defend the right, title and interest of the Purchaser in, to and under the Receivables, whether now existing or hereafter created, against all claims of third parties claiming through or under the Seller; provided, however, provided that nothing in this subsection 4.1(b) shall prevent or be deemed to prohibit the Seller from suffering to exist upon any of the Receivables, Receivables any Liens for municipal or other local taxes if such taxes shall not at the time be due and payable or if the Seller (or an Originator acting on behalf of the Seller) shall currently be contesting the validity of such taxes thereof in good faith by appropriate proceedings and shall have set aside on its books adequate reserves with respect thereto.

Security Interests. Except for the conveyances hereunder and any subsequent pledge of the Receivables under the Indenturehereunder, the Seller will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien on any Receivable, whether now existing or hereafter created, or any interest therein, the Seller will immediately notify the Purchaser of the existence of any Lien on any Receivable and, in the event that the interests of the Purchaser (or any assignee thereof) [Certificateholders][Securityholders] in such Receivable are materially and adversely affected, such Receivable shall be repurchased from the Purchaser by the Seller in the manner and with the effect specified in Section 2.042.03(c), and the Seller shall defend the right, title and interest of the Purchaser in, to and under the Receivables, whether now existing or hereafter created, against all claims of third parties claiming through or under the Seller; provided, however, that nothing in this subsection shall prevent or be deemed to prohibit the Seller from suffering to exist upon any of the Receivables, Liens for municipal or other local taxes if such taxes shall not at the time be due and payable or if the Seller shall currently be contesting the validity of such taxes in good faith by appropriate proceedings and shall have set aside on its books adequate reserves with respect thereto.

Security Interests. Except for the conveyances hereunder and any subsequent pledge of the Receivables under the Indenturehereunder, the (i) ------------------ such Seller will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien on any Receivable, whether now existing or hereafter created, or any interest therein, the ; (ii) such Seller will immediately notify Buyer and the Purchaser Trustee of the existence of any Lien on any Receivable and, in the event that the interests of the Purchaser Receivable; (or any assignee thereofand (iii) in such Receivable are materially and adversely affected, such Receivable shall be repurchased from the Purchaser by the Seller in the manner and with the effect specified in Section 2.04, and the Seller shall defend the right, title title, and interest of the Purchaser Buyer and its successors and assigns in, to to, and under the Receivables, whether now existing or hereafter created, against all claims of third parties claiming through or under the such Seller; provided, however, that nothing in this subsection Section 5.1(d) shall prevent or be deemed to prohibit the such Seller from suffering to exist upon any of the Receivables, Accounts or Receivables any Liens for municipal or other local taxes if such taxes shall not at the time be due and payable or if the such Seller shall currently concurrently be contesting the validity of such taxes thereof in good faith by appropriate proceedings and shall have set aside on its books adequate reserves with respect thereto.

Security Interests. Except for the conveyances hereunder and any subsequent pledge of the Receivables under the Indenturehereunder, the Seller covenants that it will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien on any Receivable, whether now existing or hereafter created, or any interest therein, ; the Seller will immediately notify the Purchaser of the existence of any Lien on any Receivable and, in the event that the interests of the Purchaser (Securityholders or any assignee thereof) the Insurer in such Receivable are materially and adversely affected, such Receivable shall be repurchased from the Purchaser by the Seller in the manner and with the effect specified in Section 2.043.03(c), and the Seller shall defend the right, title and interest of the Purchaser and its assigns in, to and under the Receivables, whether now existing or hereafter created, against all claims of third parties claiming through or under the Seller; provided, however, that nothing in this subsection shall prevent or be deemed to prohibit the Seller from suffering to exist upon a Receivable any of the Receivables, Liens Lien for municipal or other local taxes if such taxes shall not at the time be due and payable or if the Seller shall currently be contesting the validity of such taxes in good faith by appropriate proceedings and shall have set aside on its books adequate reserves with respect thereto.

Security Interests. Except for the conveyances hereunder and any subsequent pledge of the Receivables under the Indenturehereunder, the Seller will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien on any Receivable, whether now existing or hereafter created, or any interest therein, the Seller will immediately notify the Purchaser of the existence of any Lien on any Receivable and, in the event that the interests of the Purchaser (or any assignee thereof) [Certificateholders] [Securityholders] in such Receivable are materially and adversely affected, such Receivable shall be repurchased from the Purchaser by the Seller in the manner and with the effect specified in Section 2.042.03(c), and the Seller shall defend the right, title and interest of the Purchaser in, to and under the Receivables, whether now existing or hereafter created, against all claims of third parties claiming through or under the Seller; provided, however, that nothing in this subsection shall prevent or be deemed to prohibit the Seller from suffering to exist upon any of the Receivables, Liens for municipal or other local taxes if such taxes shall not at the time be due and payable or if the Seller shall currently be contesting the validity of such taxes in good faith by appropriate proceedings and shall have set aside on its books adequate reserves with respect thereto.

Security Interests. Except for the conveyances hereunder and any subsequent pledge of the Receivables under the Indenture, the Seller will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien on any Receivable, whether now existing or hereafter created, or any interest therein, the Seller will immediately notify the Purchaser of the existence of any Lien on any Receivable and, in the event that the interests of the Purchaser (or any assignee thereof) in such Receivable are materially and adversely affected, such Receivable shall be repurchased from the Purchaser by the Seller in the manner and with the effect specified in Section 2.04, and the Seller shall defend the right, title and interest of the Purchaser in, to and under the Receivables, whether now existing or hereafter created, against all claims of third parties claiming through or under the -11- Seller; provided, however, that nothing in this subsection shall prevent or be deemed to prohibit the Seller from suffering to exist upon any of the Receivables, Liens for municipal or other local taxes if such taxes shall not at the time be due and payable or if the Seller shall currently be contesting the validity of such taxes in good faith by appropriate proceedings and shall have set aside on its books adequate reserves with respect thereto.

Security Interests. Except for the conveyances hereunder and any subsequent pledge of the Receivables under the IndentureConveyances contemplated hereunder, the Seller will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien on any ReceivableReceivable (other than Permitted Liens), whether now existing or hereafter created, or any interest therein, ; the Seller will immediately promptly notify the Purchaser of the existence of any Lien (other than Permitted Liens) on any Receivable and, in the event that the interests of the Purchaser (or any assignee thereof) in such Receivable are materially and adversely affected, such Receivable shall be repurchased from the Purchaser by the Seller in the manner and with the effect specified in Section 2.04, Receivable; and the Seller shall defend the right, title and interest of the Purchaser in, to and under the Receivables, whether now existing or hereafter created, against all claims of third parties claiming through or under the Seller; provided, however, that nothing in this subsection Section 2.3(b) shall prevent or be deemed to prohibit the Seller from suffering to exist upon any of the Receivables, Receivables any Liens for federal, state, municipal or and other local taxes if such taxes shall not at the time be due and payable or if the Seller shall currently be contesting the validity of such taxes thereof in good faith by appropriate proceedings and shall have set aside on its books adequate reserves with respect thereto.

Security Interests. Except for the conveyances hereunder and any subsequent pledge of the Receivables under the Indenturehereunder, the Seller will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien on any Receivable, whether now existing or hereafter created, or any interest therein, ; the Seller will immediately notify the Purchaser Trustee of the existence of any Lien on any Receivable and, in the event that the interests of the Purchaser (or any assignee thereof) in such Receivable are materially and adversely affected, such Receivable shall be repurchased from the Purchaser by the Seller in the manner and with the effect specified in Section 2.04, Receivable; and the Seller shall defend the right, title and interest of the Purchaser Trust in, to and under the Receivables, whether now existing or hereafter created, against all claims of third parties claiming through or under the Seller; provided, however, that nothing in this subsection Section 2.07(b) shall prevent or be deemed to prohibit the Seller from suffering to exist upon any of the Receivables, Receivables any Liens for municipal or other local taxes if such taxes shall not at the relevant time be due and payable or if the Seller shall currently be contesting the validity of such taxes thereof in good faith by appropriate proceedings and shall have set aside on its books adequate reserves with respect thereto. Notwithstanding the foregoing, nothing in this Section 2.07(b) shall be construed to prevent or be deemed to prohibit the transfer of the Seller Interest and certain other rights of the Seller in accordance with the terms of this Agreement and any related Supplement.

Security Interests. Except for the conveyances hereunder and any subsequent pledge of the Receivables under the Indenturehereunder, the Seller will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien on any Receivable, whether now existing or hereafter created, or any interest therein, the Seller will immediately notify the Purchaser of the existence of any Lien on any Receivable and, in the event that the interests of [Certificateholders][Securityholders] [the Purchaser (or any assignee thereof) )] in such Receivable are materially and adversely affected, such Receivable shall be repurchased from the Purchaser by the Seller in the manner and with the effect specified in Section 2.042.03(c), and the Seller shall defend the right, title and interest of the Purchaser in, to and under the Receivables, whether now existing or hereafter created, against all claims of third parties claiming through or under the Seller; provided, however, that nothing in this subsection shall prevent or be deemed to prohibit the Seller from suffering to exist upon any of the Receivables, Liens for municipal or other local taxes if such taxes shall not at the time be due and payable or if the Seller shall currently be contesting the validity of such taxes in good faith by appropriate proceedings and shall have set aside on its books adequate reserves with respect thereto.

Security Interests. Except for the conveyances hereunder and any subsequent pledge of the Receivables under the Indenturehereunder, the Seller will Transferor shall not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien on any Receivable, whether now existing or hereafter created, or any interest therein, ; the Seller will Transferor shall immediately notify the Purchaser Trustee of the existence of any Lien on any Receivable and, in the event that the interests of the Purchaser (or any assignee thereof) in such Receivable are materially and adversely affected, such Receivable shall be repurchased from the Purchaser by the Seller in the manner and with the effect specified in Section 2.04, Receivable; and the Seller Transferor shall take all actions necessary to enforce its rights and claims under the Second Tier Receivables Purchase Agreement and shall defend the right, title and interest of the Purchaser Trust in, to and under the Receivables, whether now existing or hereafter created, against all claims of third parties claiming through or under the SellerTransferor; provided, however, PROVIDED that nothing in this subsection SUBSECTION 2.5(B) shall prevent or be deemed to prohibit the Seller Transferor from suffering to exist upon any of the Receivables, Receivables any Liens for municipal or other local taxes if such taxes shall not at the time be due and payable or if the Seller Transferor shall currently be contesting the validity of such taxes thereof in good faith by appropriate proceedings and shall have set aside on its books adequate reserves with respect thereto.