Common use of Security Interests Clause in Contracts

Security Interests. Except for the conveyances 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 notify the Purchaser of the existence of any Lien on any Receivable and, in the event that the interests of the Noteholders 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 2.03(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 a Receivable any 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, 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 Noteholders 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 2.03(c)3.04, 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 Section shall prevent or be deemed to prohibit the Seller from suffering to exist upon a Receivable any 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 Proceedings and shall have set aside on its books adequate reserves with respect thereto.

Security Interests. Except for the conveyances hereunder, 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 Noteholders 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 2.03(c3.03(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 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 Proceedings and shall have set aside on its books adequate reserves with respect thereto.

Security Interests. Except for the conveyances hereunder, 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 Noteholders 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 2.03(c3.03(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 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, 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 Noteholders 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 2.03(c)3.04, 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 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 Proceedings and shall have set aside on its books adequate reserves with respect thereto.

Security Interests. Except for the conveyances hereunder, 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 Noteholders 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 2.03(c)3.04, 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 Section shall prevent or be deemed to prohibit the Seller from suffering to exist upon a Receivable any Permitted Lien or any 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 Proceedings and shall have set aside on its books adequate reserves with respect thereto.

Security Interests. Except for the conveyances hereunder, the Seller Transferor 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 Transferor will immediately notify the Purchaser Trustee of the existence of any Lien on any Receivable and, in the event that the interests of the Noteholders 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 2.03(c), Receivable; and the Seller Transferor 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 Sellerparties; provided, however, that nothing in this subsection 2.05(b) shall prevent or be deemed to prohibit the Seller Transferor from suffering to exist upon a Receivable any Lien of the 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; and, provided further, that nothing in this subsection 2.05(b) shall prevent the Transferor from granting a Lien solely on the Transferor's Interest as Holder of the Exchangeable Transferor Certificate.

Security Interests. Except for the conveyances specified hereunder, the Seller Transferor will not (i) sell, pledge, assign or transfer to any other PersonPerson any Receivable, (ii) take any other action that is inconsistent with the ownership of each Receivable by the Issuer, or (iii) 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 Transferor will immediately notify the Purchaser Issuer of the existence of any Lien on any Receivable and, in the event that the interests of the Noteholders 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 2.03(c(other than any Lien created pursuant to any Transaction Document), ; and the Seller Transferor shall defend the right, title and interest of the Purchaser Issuer 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, that nothing in this subsection 2.05(b) shall prevent or be deemed to prohibit the Seller Transferor from suffering to exist upon a Receivable any Lien of the Receivables any Liens for municipal or other local taxes if such taxes shall not at the time be due and payable or if WFBNA or 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.

Security Interests. Except for the conveyances 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 on, any ReceivableReceivable conveyed by it to the Purchaser, 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 Noteholders 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 2.03(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 Section shall prevent or be deemed to prohibit the Seller from suffering to exist upon a Receivable any Lien of the Receivables transferred by it to the Purchaser any 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 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, 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 Noteholders 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 2.03(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 a Receivable any 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, 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 Noteholders 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 2.03(c), 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 2.06(b) shall prevent or be deemed to prohibit the Seller from suffering to exist upon a Receivable any Lien of the 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 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 2.06(b) shall be construed to prevent or be deemed to prohibit the transfer of the Seller Certificate 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, the Seller such Transferor will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien on on, any ReceivableReceivable or Collateral Certificate conveyed by it to the Trust, whether now existing or hereafter created, or any interest therein; the Seller such Transferor will immediately notify the Purchaser Indenture Trustee, the applicable Collateral Agent and the Owner Trustee of the existence of any Lien on any Receivable and, in the event that the interests of the Noteholders in or Collateral Certificate; and 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 2.03(c), and the Seller Transferor shall defend the right, title and interest of the Purchaser Trust, the Indenture Trustee and the applicable Collateral Agent in, to and under the ReceivablesReceivables and any Collateral Certificate, whether now existing or hereafter created, against all claims of third parties claiming through or under the Sellersuch Transferor; providedPROVIDED, howeverHOWEVER, that nothing in this subsection 2.08(b) shall prevent or be deemed to prohibit the Seller such Transferor from suffering to exist upon a Receivable any Lien of the 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 such 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.

Security Interests. Except for the conveyances hereunderhereunder and under any Assumption Agreement delivered pursuant to Section 2.3, the (i) such Seller will not sell, pledge, assign or transfer any Account or any Receivable to any other PersonPerson (other than any other Seller), or grant, create, incur, assume or suffer to exist any Lien on any Account or any Receivable, whether now existing or hereafter created, or any interest therein; the (ii) such Seller will shall 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 Noteholders in Receivable; and (iii) 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 2.03(c), and the Seller shall defend the right, title and interest of the Purchaser Buyer and its successors and assigns in, 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 a Receivable any Lien of the Accounts or 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 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." (g) The Receivables Purchase Agreement is hereby further amended by deleting subsection (j) of Section 5.1 thereof in its entirety and substituting in lieu thereof the following:

Security Interests. Except for the conveyances 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 notify the Purchaser of the existence of any Lien on any Receivable and, in the event that the interests of the Noteholders Certificateholders 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 2.03(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 a Receivable any 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.