Common use of Conveyances and Security Interests Clause in Contracts

Conveyances and Security Interests. Except for the AIR Trust Provisions and the conveyances hereunder, 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 of the Trust Assets, whether now existing or hereafter created, or any interest therein or on the legal title to any Premium Finance Obligation or the Receivable under which is part of the Trust Assets; it will immediately notify the Indenture Trustee of the existence of any Lien on any of the Trust Assets, on the legal title to any Premium Finance Obligation or the Receivables under which are part of the Trust Assets and on the legal title to the Transferor Certificate; and it shall defend the right, title and interest of the Issuer and the Indenture Trustee in, to and under the Trust Assets, whether now existing or hereafter created, against all claims of third parties; provided, however, that nothing in this subsection 2.05(b) shall prevent or be deemed to prohibit the Seller from suffering to exist upon any of the Trust Assets any Liens for municipal or other local taxes not in excess of $5,000,000 if such taxes shall not at the time be due and payable or if the Seller shall currently be contesting the validity thereof in good faith by appropriate proceedings and shall have set aside on its books adequate reserves with respect thereto or from suffering to exist the encumbrance of the Underlying Receivables by the Pooling and Servicing Agreement; provided that once any such Lien is either no longer being contested or the appropriate Governmental Authority has entered a final non-appealable decision or order in connection therewith, such Lien will no longer be permitted; provided, further, that it shall not be prohibited hereby from conveying, assigning, selling, exchanging or otherwise transferring Originator Receivables and related Premium Finance Obligation in connection with a transaction complying with the provisions of Section 7.02.

Conveyances and Security Interests. Except for the AIR Trust Provisions and the conveyances hereunder, 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 of the Trust Purchased Assets, whether now existing or hereafter created, or any interest therein or on the legal title to any Premium Finance Obligation or Obligation, the Originator Receivable under which is part of the Trust Purchased Assets; it will immediately notify the Indenture Trustee Purchaser of the existence of any Lien on any of the Trust Assets, Purchased Assets or on the legal title to any Premium Finance Obligation or Obligation, the Receivables Originator Receivable under which are is part of the Trust Assets and on the legal title to the Transferor CertificatePurchased Assets; and it shall defend the right, title and interest of the Issuer and the Indenture Trustee Trust in, to and under the Trust Purchased Assets, whether now existing or hereafter created, against all claims of third parties; provided, however, that nothing in this subsection 2.05(b5.1(b) shall prevent or be deemed to prohibit the Seller it from suffering to exist upon any of the Trust Purchased Assets (other than those of the Purchaser and its assigns) any Liens for municipal or other local taxes not in excess of $5,000,000 for all Sellers if such taxes shall not at the time be due and payable or if the Seller it shall currently be contesting the validity thereof in good faith by appropriate proceedings and shall have set aside on its books adequate reserves with respect thereto or from suffering to exist the encumbrance of the Underlying Receivables by the Pooling and Servicing Agreementthereto; provided that once any such Lien is either no longer being contested or the appropriate Governmental Authority has entered a final non-appealable decision or order in connection therewith, such Lien will no longer be permitted; provided, further, that it shall not be prohibited hereby from conveying, assigning, selling, exchanging or otherwise transferring Originator Receivables and related Premium Finance Obligation Obligations in connection with a transaction complying with the provisions of Section 7.027.02 of the Sale and Servicing Agreement.

Conveyances and Security Interests. Except for the AIR Trust Provisions and the conveyances hereunder, 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 of the Trust Assets, whether now existing or hereafter created, or any interest therein or on the legal title to any Premium Finance Obligation or Loan the Receivable under which is part of the Trust Assets; it will immediately notify the Indenture Trustee Purchaser of the existence of any Lien on any of the Trust Assets, Assets or on the legal title to any Premium Finance Obligation or Loan the Receivables Receivable under which are is part of the Trust Assets and on the legal title to the Transferor CertificateAssets; and it shall defend the right, title and interest of the Issuer and the Indenture Trustee Trust in, to and under the Trust Assets, whether now existing or hereafter created, against all claims of third partiesparties claiming through or under it; provided, however, that nothing in this subsection 2.05(b5.1(a) shall prevent or be deemed to prohibit the Seller it from suffering to exist upon any of the Trust Assets any Liens for municipal or other local taxes not in excess of $5,000,000 if such taxes shall not at the time be due and payable or if the Seller it shall currently be contesting the validity thereof in good faith by appropriate proceedings and shall have set aside on its books adequate reserves with respect thereto or from suffering to exist the encumbrance of the Underlying Receivables by the Pooling and Servicing Agreement; provided that once any such Lien is either no longer being contested or the appropriate Governmental Authority has entered a final non-appealable decision or order in connection therewith, such Lien will no longer be permittedthereto; provided, further, that it shall not be prohibited hereby from conveying, assigning, selling, exchanging or otherwise transferring Originator Receivables and related Premium Finance Obligation Loans in connection with a transaction complying with the provisions of Section 7.027.2 of the Pooling and Servicing Agreement.