Common use of Transferor Certificate Clause in Contracts

Transferor Certificate. Except for (i) the conveyances hereunder in connection with any transaction permitted by subsection 4.02(a)(i) and as provided in subsection 2.09(g) of this Agreement or Section 2.12 of the Indenture or (ii) conveyances permitted under the Trust Agreement, such Transferor agrees not to transfer, sell, assign, exchange, participate or otherwise convey or pledge, hypothecate or otherwise grant a security interest in its Trust Beneficial Interest or Certificate and any such attempted sale, transfer, assignment, exchange, participation, conveyance, pledge, hypothecation or grant shall be void; provided, however, that: (i) nothing in this subsection shall prevent the holder of a Trust Beneficial Interest or Certificate from granting to an Affiliate a participation interest or other beneficial interest in the rights to receive cash flows related to such Trust Beneficial Interest or Certificate, if (A) such interest does not grant such Affiliate any rights hereunder or delegate to such Affiliate any obligations or duties hereunder and (B) the transferor of such interest obtains the prior written consent of such Transferor; and (ii) the holder of a Trust Beneficial Interest or a Certificate may pledge, hypothecate or otherwise grant a security interest in all or any portion of such Trust Beneficial Interest or Certificate to a Federal Reserve Bank or a Federal Home Loan Bank, provided, that (x) such pledge, hypothecation or grant may not be used as an artifice or device to avoid or limit the foregoing prohibition on transfer and (y) under no circumstances may such holder pledge, hypothecate or otherwise grant a security interest in any of its rights in a Trust Beneficial Interest or Certificate other than the right to receive cash payments in respect of such Trust Beneficial Interest or Certificate as provided in the Trust Agreement and the Transaction Documents. All transfers of Trust Beneficial Interests or Certificates shall comply with Section 3.07(vii) of the Trust Agreement.

Transferor Certificate. Except for (i) the conveyances hereunder hereunder, in connection with any transaction permitted by subsection 4.02(a)(i) and as provided in subsection 2.09(g) of this Agreement or Section 2.12 of the Indenture or (ii) conveyances permitted under the Trust Agreement, such Transferor agrees not to transfer, sell, assign, exchange, participate exchange or otherwise convey or pledge, hypothecate or otherwise grant a security interest in its Trust Transferor Beneficial Interest or Transferor Certificate or any Supplemental Beneficial Interest or Supplemental Certificate and any such attempted sale, transfer, assignment, exchange, participation, conveyance, pledge, hypothecation hypothecation, grant or grant sale shall be void; provided, however, that: (i) nothing in this subsection 2.07(c) shall prevent the holder of a Trust Transferor Beneficial Interest or a Transferor Certificate from granting to an Affiliate a participation interest or other beneficial interest in the rights to receive cash flows related to such Trust Transferor Beneficial Interest or Transferor Certificate, if (A) such interest does not grant such Affiliate any rights hereunder or delegate to such Affiliate any obligations or duties hereunder and hereunder, (B) the transferor of such interest obtains the prior written consent of such TransferorTransferor and (C) after giving effect to such transfer, the Transferor Beneficial Interest or Transferor Certificate owned directly by such Transferor represents an undivided ownership interest in two percent (2.0%) or more of the Trust Assets; and (ii) the holder of a Trust Beneficial Interest or a Transferor Certificate may pledge, hypothecate or otherwise grant a security interest in all or any portion of such Trust Beneficial Interest or Transferor Certificate to a Federal Reserve Bank or a Federal Home Loan Bank, provided, that (x) such pledge, hypothecation or grant may not be used as an artifice or device to avoid or limit the foregoing prohibition on transfer and (y) under no circumstances may such holder pledge, hypothecate or otherwise grant a security interest in any of its rights in a Trust Beneficial Interest or Transferor Certificate other than the right to receive cash payments in respect of such Trust Beneficial Interest or Transferor Certificate as provided in the Trust Agreement and the Transaction Documents. All transfers of Trust Beneficial Interests or Certificates shall comply with Section 3.07(vii) of the Trust Agreement.