Transfers of the Collateral Interest. (a) Unless otherwise consented to by the Seller, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "Transfer") except in accordance with this Section 19 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the Seller, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "Assignee") unless such Assignee shall have executed and delivered to the Seller on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D (an "Investment Letter"), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest. (b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectus. Each Assignee will agree with the Seller that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made. (c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA), including governmental plans and church plans, (b) any "plan" (as defined in Section 4975(e)(1) of the Code) including individual retirement accounts and K▇▇▇▇ plans, or (c) any other entity whose underlying assets include "plan assets" (within the meaning of Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- 101 or otherwise under ERISA) by reason of a plan's investment in the entity, including, without limitation, an insurance company general account.
Appears in 8 contracts
Sources: Series Supplement (Mbna America Bk Nat Assoc Mbna Master Credit Card Trust Ii), Pooling and Servicing Agreement (Mbna America Bk Nat Assoc Mbna Master Credit Card Trust Ii), Series Supplement (Mbna America Bk Nat Assoc Mbna Master Credit Card Trust Ii)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the Seller, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "Transfer") except in accordance with this Section 19 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the Seller, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "Assignee") unless such Assignee shall have executed and delivered to the Seller on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D (an "Investment Letter"), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectus. Each Assignee will agree with the Seller that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA), including governmental plans and church plans, (b) any "plan" (as defined in Section 4975(e)(1) of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "plan assets" (within the meaning of Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- C.F.R.2510.3-101 or otherwise under ERISA) by reason of a plan's investment in the entity, including, without limitation, an insurance company general account.
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (Mbna America Bk Nat Assoc Mbna Master Credit Card Trust Ii), Pooling and Servicing Agreement Supplement (Mbna America Bk Nat Assoc Mbna Master Credit Card Trust Ii), Pooling and Servicing Agreement (Mbna America Bk Nat Assoc Mbna Master Credit Card Trust Ii)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the Seller, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "Transfer") except in accordance with this Section 19 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the Seller, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "Assignee") unless such Assignee shall have executed and delivered to the Seller on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D (an "Investment Letter"), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectus. Each Assignee will agree with the Seller that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA), including governmental plans and church plans, (b) any "plan" (as defined in Section 4975(e)(1) of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "plan assets" (within the meaning of Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- 101 or otherwise under ERISA) by reason of a plan's investment in the entity, including, without limitation, an insurance company general account.
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (Mbna America Bk Nat Assoc Mbna Master Credit Card Trust Ii), Pooling and Servicing Agreement (Mbna America Bk Nat Assoc Mbna Master Credit Card Trust Ii), Pooling and Servicing Agreement (Mbna America Bk Nat Assoc Mbna Master Credit Card Trust Ii)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the Seller, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "Transfer") except in accordance with this Section 19 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the Seller, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "Assignee") unless such Assignee shall have executed and delivered to the Seller on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D (an "Investment Letter"), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectus. Each Assignee will agree with the Seller that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA), including governmental plans and church plans, (b) any "plan" (as defined in Section 4975(e)(1) of the Code) including individual retirement accounts and K▇▇▇▇ plans, or (c) any other entity whose underlying assets include "plan assets" (within the meaning of Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- C.F.R.2510.3-101 or otherwise under ERISA) by reason of a plan's investment in the entity, including, without limitation, an insurance company general account.
Appears in 3 contracts
Sources: Series Supplement (Mbna America Bk Nat Assoc Mbna Master Credit Card Trust Ii), Series Supplement (Mbna America Bk Nat Assoc Mbna Master Credit Card Trust Ii), Pooling and Servicing Agreement (Mbna America Bk Nat Assoc Mbna Master Credit Card Trust Ii)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "“Transfer"”) except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "“Assignee"”) unless such Assignee shall have executed and delivered to the Seller Transferors on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "“Investment Letter"”), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferors to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2017-5 Certificates. Each Assignee will agree with the Seller Transferors that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferors an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be TransferredTransferred to, and each Assignee will certify that it is not, (a) an "“employee benefit plan" ” (as defined in Section 3(3) of ERISA and subject to Title I of ERISA), including governmental plans and church plans, (b) any "“plan" ” (as defined in and subject to Section 4975(e)(1) 4975 of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "“plan assets" ” (within the meaning of U.S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- 101 or otherwise under § 2510.3-101, as modified by Section 3(42) of ERISA) by reason of a plan's ’s investment in the entity, including, without limitation, an insurance company general account.. Table of Contents
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the Seller, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecatedhypothicated, pledged, participated, exchanged or otherwise transferred (each, a "Transfer") except in accordance with this Section 19 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the Seller, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "Assignee") unless such Assignee shall have executed and delivered to the Seller on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D (an "Investment Letter"), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectus. Each Assignee will agree with the Seller that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA), including governmental plans and church plans, (b) any "plan" (as defined in Section 4975(e)(1) of the Code) including individual retirement accounts and K▇▇▇▇ plans, or (c) any other entity whose underlying assets include "plan assets" (within the meaning of Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- 101 or otherwise under ERISA) by reason of a plan's investment in the entity, including, without limitation, an insurance company general account.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Mbna America Bk Nat Assoc Mbna Master Credit Card Trust Ii), Pooling and Servicing Agreement (Mbna America Bk Nat Assoc Mbna Master Credit Card Trust Ii)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferor, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "“Transfer"”) except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferor, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "“Assignee"”) unless such Assignee shall have executed and delivered to the Seller Transferor on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "“Investment Letter"”), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferor to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2019-1 Certificates. Each Assignee will agree with the Seller Transferor that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferor an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be TransferredTransferred to, and each Assignee will certify that it is not, (a) an "“employee benefit plan" ” (as defined in Section 3(3) of ERISA and subject to Title I of ERISA), including governmental plans and church plans, (b) any "“plan" ” (as defined in and subject to Section 4975(e)(1) 4975 of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "“plan assets" ” (within the meaning of U.S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- 101 or otherwise under § 2510.3-101, as modified by Section 3(42) of ERISA) by reason of a plan's ’s investment in the entity, including, without limitation, an insurance company general account.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "“Transfer"”) except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "“Assignee"”) unless such Assignee shall have executed and delivered to the Seller Transferors on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "“Investment Letter"”), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferors to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2017-8 Certificates. Each Assignee will agree with the Seller Transferors that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferors an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be TransferredTransferred to, and each Assignee will certify that it is not, (a) an "“employee benefit plan" ” (as defined in Section 3(3) of ERISA and subject to Title I of ERISA), including governmental plans and church plans, (b) any "“plan" ” (as defined in and subject to Section 4975(e)(1) 4975 of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "“plan assets" ” (within the meaning of U.S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- 101 or otherwise under § 2510.3-101, as modified by Section 3(42) of ERISA) by reason of a plan's ’s investment in the entity, including, without limitation, an insurance company general account.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferor, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "“Transfer"”) except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferor, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "“Assignee"”) unless such Assignee shall have executed and delivered to the Seller Transferor on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "“Investment Letter"”), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferor to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2018-6 Certificates. Each Assignee will agree with the Seller Transferor that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferor an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be TransferredTransferred to, and each Assignee will certify that it is not, (a) an "“employee benefit plan" ” (as defined in Section 3(3) of ERISA and subject to Title I of ERISA), including governmental plans and church plans, (b) any "“plan" ” (as defined in and subject to Section 4975(e)(1) 4975 of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "“plan assets" ” (within the meaning of U.S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- 101 or otherwise under § 2510.3-101, as modified by Section 3(42) of ERISA) by reason of a plan's ’s investment in the entity, including, without limitation, an insurance company general account.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the Seller, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "Transfer") except in accordance with this Section 19 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the Seller, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "Assignee") unless such Assignee shall have executed and delivered to the Seller on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D (an "Investment Letter"), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectus. Each Assignee will agree with the Seller that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA), including governmental plans and church plans, (b) any "plan" (as defined in Section 4975(e)(1) of the Code) including individual retirement accounts and K▇▇▇▇ plans, or (c) any other entity whose underlying assets include "plan assets" (within the meaning of Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- 101 or otherwise under ERISA) by reason of a plan's investment in the entity, including, without limitation, an insurance company general account.
(d) This Section 19 shall not apply to the transfer and pledge of the Collateral Interest on the Closing Date by the Seller pursuant to the Transfer Agreement or by the MBNA Asset Backed Note Trust (2000-E) to the Indenture Trustee (as defined in the Transfer Agreement) pursuant to the Indenture (as defined in the Transfer Agreement).
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Mbna America Bk Nat Assoc Mbna Master Credit Card Trust Ii), Pooling and Servicing Agreement (Mbna America Bk Nat Assoc Mbna Master Credit Card Trust Ii)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferor, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "“Transfer"”) except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferor, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "“Assignee"”) unless such Assignee shall have executed and delivered to the Seller Transferor on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "“Investment Letter"”), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferor to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2019-2 Certificates. Each Assignee will agree with the Seller Transferor that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferor an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be TransferredTransferred to, and each Assignee will certify that it is not, (a) an "“employee benefit plan" ” (as defined in Section 3(3) of ERISA and subject to Title I of ERISA), including governmental plans and church plans, (b) any "“plan" ” (as defined in and subject to Section 4975(e)(1) 4975 of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "“plan assets" ” (within the meaning of U.S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- 101 or otherwise under § 2510.3-101, as modified by Section 3(42) of ERISA) by reason of a plan's ’s investment in the entity, including, without limitation, an insurance company general account.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "“Transfer"”) except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "“Assignee"”) unless such Assignee shall have executed and delivered to the Seller Transferors on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "“Investment Letter"”), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferors to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2017-3 Certificates. Each Assignee will agree with the Seller Transferors that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferors an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be TransferredTransferred to, and each Assignee will certify that it is not, (a) an "“employee benefit plan" ” (as defined in Section 3(3) of ERISA and subject to Title I of ERISA), including governmental plans and church plans, (b) any "“plan" ” (as defined in and subject to Section 4975(e)(1) 4975 of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "“plan assets" ” (within the meaning of U.S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- 101 or otherwise under § 2510.3-101, as modified by Section 3(42) of ERISA) by reason of a plan's ’s investment in the entity, including, without limitation, an insurance company general account.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the Seller, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "Transfer") except in accordance with this Section 19 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the Seller, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "Assignee") unless such Assignee shall have executed and delivered to the Seller on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D (an "Investment Letter"), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectus. Each Assignee will agree with the Seller that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA), including governmental plans and church plans, (b) any "plan" (as defined in Section 4975(e)(1) of the Code) including individual retirement accounts and K▇▇▇▇ plans, or (c) any other entity whose underlying assets include "plan assets" (within the meaning of Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- 101 or otherwise under ERISA) by reason of a plan's investment in the entity, including, without limitation, an insurance company general account.
(d) This Section 19 shall not apply to the transfer and pledge of the Collateral Interest on the Closing Date by the Seller pursuant to the Transfer Agreement or by the MBNA Asset Backed Note Trust (2000-I) to the Indenture Trustee (as defined in the Transfer Agreement) pursuant to the Indenture (as defined in the Transfer Agreement).
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Mbna America Bk Nat Assoc Mbna Master Credit Card Trust Ii), Pooling and Servicing Agreement (Mbna America Bk Nat Assoc Mbna Master Credit Card Trust Ii)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the Seller, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "Transfer") except in accordance with this Section 19 10.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the Seller, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "Assignee") unless such Assignee shall have executed and delivered to the Seller on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "Investment Letter"), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectus. Each Assignee will agree with the Seller that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D E (an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA), including governmental plans and church plans, (b) any "plan" (as defined in Section 4975(e)(1) of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "plan assets" (within the meaning of Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- (S) 2510.3-101 or otherwise under ERISA) by reason of a plan's investment in the entity, including, without limitation, an insurance company general account.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Capital One Master Trust), Pooling and Servicing Agreement Supplement (Capital One Master Trust)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "“Transfer"”) except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "“Assignee"”) unless such Assignee shall have executed and delivered to the Seller Transferors on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "“Investment Letter"”), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferors to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2017-6 Certificates. Each Assignee will agree with the Seller Transferors that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferors an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be TransferredTransferred to, and each Assignee will certify that it is not, (a) an "“employee benefit plan" ” (as defined in Section 3(3) of ERISA and subject to Title I of ERISA), including governmental plans and church plans, (b) any "“plan" ” (as defined in and subject to Section 4975(e)(1) 4975 of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "“plan assets" ” (within the meaning of U.S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- 101 or otherwise under § 2510.3-101, as modified by Section 3(42) of ERISA) by reason of a plan's ’s investment in the entity, including, without limitation, an insurance company general account.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferor, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "“Transfer"”) except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferor, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "“Assignee"”) unless such Assignee shall have executed and delivered to the Seller Transferor on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "“Investment Letter"”), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferor to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2018-8 Certificates. Each Assignee will agree with the Seller Transferor that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferor an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be TransferredTransferred to, and each Assignee will certify that it is not, (a) an "“employee benefit plan" ” (as defined in Section 3(3) of ERISA and subject to Title I of ERISA), including governmental plans and church plans, (b) any "“plan" ” (as defined in and subject to Section 4975(e)(1) 4975 of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "“plan assets" ” (within the meaning of U.S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- 101 or otherwise under § 2510.3-101, as modified by Section 3(42) of ERISA) by reason of a plan's ’s investment in the entity, including, without limitation, an insurance company general account.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the Seller, no portion of the Collateral Interest or any interest therein may be directly or indirectly sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "TransferTRANSFER") except in accordance with this Section 19 SECTION 9.05 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the Seller, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "AssigneeASSIGNEE") unless such Assignee shall have executed and delivered to the Seller on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D EXHIBIT E (an "Investment LetterINVESTMENT LETTER"), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectus. Each Assignee will agree with the Seller that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (an "Investment Letter"), Letter executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA), including governmental plans and church plans, (b) any "plan" (as defined in Section 4975(e)(1) of the Code) including individual retirement accounts and KKeog▇ ▇▇▇▇ plansns, or (c) any other entity whose underlying assets include "plan assets" (within the meaning of Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- Section 2510.3-101 or otherwise under ERISA) by reason of a plan's investment in the entity, including, without limitation, an insurance company general account.
(d) Notwithstanding anything to the contrary herein, no Transfer of an interest in the Collateral Interest may be made except to a Person who is a "United States person" for United States federal income tax purposes and only upon the prior delivery of a Tax Opinion to the Trustee, and any such transfer in violation of these requirements shall be null and void ab initio.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (National City Credit Card Master Trust), Pooling and Servicing Agreement (National City Credit Card Master Trust)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferor, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "“Transfer"”) except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferor, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "“Assignee"”) unless such Assignee shall have executed and delivered to the Seller Transferor on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "“Investment Letter"”), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferor to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2018-4 Certificates. Each Assignee will agree with the Seller Transferor that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferor an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be TransferredTransferred to, and each Assignee will certify that it is not, (a) an "“employee benefit plan" ” (as defined in Section 3(3) of ERISA and subject to Title I of ERISA), including governmental plans and church plans, (b) any "“plan" ” (as defined in and subject to Section 4975(e)(1) 4975 of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "“plan assets" ” (within the meaning of U.S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- 101 or otherwise under § 2510.3-101, as modified by Section 3(42) of ERISA) by reason of a plan's ’s investment in the entity, including, without limitation, an insurance company general account.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferor, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "“Transfer"”) except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferor, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "“Assignee"”) unless such Assignee shall have executed and delivered to the Seller Transferor on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "“Investment Letter"”), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferor to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2019-4 Certificates. Each Assignee will agree with the Seller Transferor that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferor an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be TransferredTransferred to, and each Assignee will certify that it is not, (a) an "“employee benefit plan" ” (as defined in Section 3(3) of ERISA and subject to Title I of ERISA), including governmental plans and church plans, (b) any "“plan" ” (as defined in and subject to Section 4975(e)(1) 4975 of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "“plan assets" ” (within the meaning of U.S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- 101 or otherwise under § 2510.3-101, as modified by Section 3(42) of ERISA) by reason of a plan's ’s investment in the entity, including, without limitation, an insurance company general account.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "“Transfer"”) except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "“Assignee"”) unless such Assignee shall have executed and delivered to the Seller Transferors on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "“Investment Letter"”), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferors to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2017-4 Certificates. Each Assignee will agree with the Seller Transferors that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferors an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be TransferredTransferred to, and each Assignee will certify that it is not, (a) an "“employee benefit plan" ” (as defined in Section 3(3) of ERISA and subject to Title I of ERISA), including governmental plans and church plans, (b) any "“plan" ” (as defined in and subject to Section 4975(e)(1) 4975 of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "“plan assets" ” (within the meaning of U.S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- 101 or otherwise under § 2510.3-101, as modified by Section 3(42) of ERISA) by reason of a plan's ’s investment in the entity, including, without limitation, an insurance company general account.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "“Transfer"”) except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "“Assignee"”) unless such Assignee shall have executed and delivered to the Seller Transferors on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "“Investment Letter"”), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferors to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2018-1 Certificates. Each Assignee will agree with the Seller Transferors that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferors an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be TransferredTransferred to, and each Assignee will certify that it is not, (a) an "“employee benefit plan" ” (as defined in Section 3(3) of ERISA and subject to Title I of ERISA), including governmental plans and church plans, (b) any "“plan" ” (as defined in and subject to Section 4975(e)(1) 4975 of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "“plan assets" ” (within the meaning of U.S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- 101 or otherwise under § 2510.3-101, as modified by Section 3(42) of ERISA) by reason of a plan's ’s investment in the entity, including, without limitation, an insurance company general account.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferor, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "“Transfer"”) except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferor, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "“Assignee"”) unless such Assignee shall have executed and delivered to the Seller Transferor on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "“Investment Letter"”), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferor to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2019-3 Certificates. Each Assignee will agree with the Seller Transferor that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferor an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be TransferredTransferred to, and each Assignee will certify that it is not, (a) an "“employee benefit plan" ” (as defined in Section 3(3) of ERISA and subject to Title I of ERISA), including governmental plans and church plans, (b) any "“plan" ” (as defined in and subject to Section 4975(e)(1) 4975 of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "“plan assets" ” (within the meaning of U.S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- 101 or otherwise under § 2510.3-101, as modified by Section 3(42) of ERISA) by reason of a plan's ’s investment in the entity, including, without limitation, an insurance company general account.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "“Transfer"”) except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "“Assignee"”) unless such Assignee shall have executed and delivered to the Seller Transferors on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "“Investment Letter"”), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferors to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2018-2 Certificates. Each Assignee will agree with the Seller Transferors that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferors an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be TransferredTransferred to, and each Assignee will certify that it is not, (a) an "“employee benefit plan" ” (as defined in Section 3(3) of ERISA and subject to Title I of ERISA), including governmental plans and church plans, (b) any "“plan" ” (as defined in and subject to Section 4975(e)(1) 4975 of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "“plan assets" ” (within the meaning of U.S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- 101 or otherwise under § 2510.3-101, as modified by Section 3(42) of ERISA) by reason of a plan's ’s investment in the entity, including, without limitation, an insurance company general account.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "“Transfer"”) except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "“Assignee"”) unless such Assignee shall have executed and delivered to the Seller Transferors on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "“Investment Letter"”), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferors to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2017-2 Certificates. Each Assignee will agree with the Seller Transferors that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferors an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be TransferredTransferred to, and each Assignee will certify that it is not, (a) an "“employee benefit plan" ” (as defined in Section 3(3) of ERISA and subject to Title I of ERISA), including governmental plans and church plans, (b) any "“plan" ” (as defined in and subject to Section 4975(e)(1) 4975 of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "“plan assets" ” (within the meaning of U.S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- 101 or otherwise under § 2510.3-101, as modified by Section 3(42) of ERISA) by reason of a plan's ’s investment in the entity, including, without limitation, an insurance company general account.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "“Transfer"”) except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "“Assignee"”) unless such Assignee shall have executed and delivered to the Seller Transferors on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "“Investment Letter"”), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferors to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2017-7 Certificates. Each Assignee will agree with the Seller Transferors that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferors an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be TransferredTransferred to, and each Assignee will certify that it is not, (a) an "“employee benefit plan" ” (as defined in Section 3(3) of ERISA and subject to Title I of ERISA), including governmental plans and church plans, (b) any "“plan" ” (as defined in and subject to Section 4975(e)(1) 4975 of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "“plan assets" ” (within the meaning of U.S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- 101 or otherwise under § 2510.3-101, as modified by Section 3(42) of ERISA) by reason of a plan's ’s investment in the entity, including, without limitation, an insurance company general account.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferor, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "“Transfer"”) except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferor, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "“Assignee"”) unless such Assignee shall have executed and delivered to the Seller Transferor on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "“Investment Letter"”), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferor to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2018-9 Certificates. Each Assignee will agree with the Seller Transferor that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferor an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be TransferredTransferred to, and each Assignee will certify that it is not, (a) an "“employee benefit plan" ” (as defined in Section 3(3) of ERISA and subject to Title I of ERISA), including governmental plans and church plans, (b) any "“plan" ” (as defined in and subject to Section 4975(e)(1) 4975 of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "“plan assets" ” (within the meaning of U.S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- 101 or otherwise under § 2510.3-101, as modified by Section 3(42) of ERISA) by reason of a plan's ’s investment in the entity, including, without limitation, an insurance company general account.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferor, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "“Transfer"”) except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferor, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "“Assignee"”) unless such Assignee shall have executed and delivered to the Seller Transferor on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "“Investment Letter"”), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferor to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2018-7 Certificates. Each Assignee will agree with the Seller Transferor that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferor an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be TransferredTransferred to, and each Assignee will certify that it is not, (a) an "“employee benefit plan" ” (as defined in Section 3(3) of ERISA and subject to Title I of ERISA), including governmental plans and church plans, (b) any "“plan" ” (as defined in and subject to Section 4975(e)(1) 4975 of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "“plan assets" ” (within the meaning of U.S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- 101 or otherwise under § 2510.3-101, as modified by Section 3(42) of ERISA) by reason of a plan's ’s investment in the entity, including, without limitation, an insurance company general account.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "“Transfer"”) except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "“Assignee"”) unless such Assignee shall have executed and delivered to the Seller Transferors on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "“Investment Letter"”), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferors to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2018-3 Certificates. Each Assignee will agree with the Seller Transferors that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferors an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be TransferredTransferred to, and each Assignee will certify that it is not, (a) an "“employee benefit plan" ” (as defined in Section 3(3) of ERISA and subject to Title I of ERISA), including governmental plans and church plans, (b) any "“plan" ” (as defined in and subject to Section 4975(e)(1) 4975 of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "“plan assets" ” (within the meaning of U.S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- 101 or otherwise under § 2510.3-101, as modified by Section 3(42) of ERISA) by reason of a plan's ’s investment in the entity, including, without limitation, an insurance company general account.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "“Transfer"”) except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "“Assignee"”) unless such Assignee shall have executed and delivered to the Seller Transferors on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "“Investment Letter"”), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferors to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2017-1 Certificates. Each Assignee will agree with the Seller Transferors that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferors an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be TransferredTransferred to, and each Assignee will certify that it is not, (a) an "“employee benefit plan" ” (as defined in Section 3(3) of ERISA and subject to Title I of ERISA), including governmental plans and church plans, (b) any "“plan" ” (as defined in and subject to Section 4975(e)(1) 4975 of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "“plan assets" ” (within the meaning of U.S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- 101 or otherwise under § 2510.3-101, as modified by Section 3(42) of ERISA) by reason of a plan's ’s investment in the entity, including, without limitation, an insurance company general account.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferor, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "“Transfer"”) except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferor, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "“Assignee"”) unless such Assignee shall have executed and delivered to the Seller Transferor on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "“Investment Letter"”), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferor to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2018-5 Certificates. Each Assignee will agree with the Seller Transferor that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferor an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be TransferredTransferred to, and each Assignee will certify that it is not, (a) an "“employee benefit plan" ” (as defined in Section 3(3) of ERISA and subject to Title I of ERISA), including governmental plans and church plans, (b) any "“plan" ” (as defined in and subject to Section 4975(e)(1) 4975 of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "“plan assets" ” (within the meaning of U.S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- 101 or otherwise under § 2510.3-101, as modified by Section 3(42) of ERISA) by reason of a plan's ’s investment in the entity, including, without limitation, an insurance company general account.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "Transfer") except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "Assignee") unless such Assignee shall have executed and delivered to the Seller Transferors on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "Investment Letter"), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferors to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2005-1 Certificates. Each Assignee will agree with the Seller Transferors that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferors an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA), including governmental plans and church plans, (b) any "plan" (as defined in Section 4975(e)(1) of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "plan assets" (within the meaning of U.S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- ss. 2510.3-101 or otherwise under ERISA) by reason of a plan's investment in the entity, including, without limitation, an insurance company general account. [The signature page follows this page.]
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the Seller, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "Transfer") except in accordance with this Section 19 10.8 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the Seller, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "Assignee") unless such Assignee shall have executed and delivered to the Seller on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D (an "Investment Letter"), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectus. Each Assignee will agree with the Seller that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA), including governmental plans and church plans, (b) any "plan" (as defined in Section 4975(e)(1) of the Code) including individual retirement accounts and K▇▇▇▇ plans, or (c) any other entity whose underlying assets include "plan assets" (within the meaning of Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- 101 or otherwise under ERISA) by reason of a plan's investment in the entity, including, without limitation, an insurance company general account.therein
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Fleet Bank National Association /Ri/)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "“Transfer"”) except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "“Assignee"”) unless such Assignee shall have executed and delivered to the Seller Transferors on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "“Investment Letter"”), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferors to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2011-2 Certificates. Each Assignee will agree with the Seller Transferors that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferors an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be TransferredTransferred to, and each Assignee will certify that it is not, (a) an "“employee benefit plan" ” (as defined in Section 3(3) of ERISA and subject to Title I of ERISA), including governmental plans and church plans, (b) any "“plan" ” (as defined in and subject to Section 4975(e)(1) 4975 of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "“plan assets" ” (within the meaning of U.S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- 101 or otherwise under § 2510.3-101, as modified by Section 3(42) of ERISA) by reason of a plan's ’s investment in the entity, including, without limitation, an insurance company general account.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "Transfer") except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "Assignee") unless such Assignee shall have executed and delivered to the Seller Transferors on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "Investment Letter"), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferors to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2005-3 Certificates. Each Assignee will agree with the Seller Transferors that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferors an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA), including governmental plans and church plans, (b) any "plan" (as defined in Section 4975(e)(1) of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "plan assets" (within the meaning of U.S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- ss. 2510.3-101 or otherwise under ERISA) by reason of a plan's investment in the entity, including, without limitation, an insurance company general account. [The signature page follows this page.]
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "“Transfer"”) except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "“Assignee"”) unless such Assignee shall have executed and delivered to the Seller Transferors on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "“Investment Letter"”), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferors to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2014-2 Certificates. Each Assignee will agree with the Seller Transferors that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferors an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be TransferredTransferred to, and each Assignee will certify that it is not, (a) an "“employee benefit plan" ” (as defined in Section 3(3) of ERISA and subject to Title I of ERISA), including governmental plans and church plans, (b) any "“plan" ” (as defined in and subject to Section 4975(e)(1) 4975 of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "“plan assets" ” (within the meaning of U.S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- 101 or otherwise under § 2510.3-101, as modified by Section 3(42) of ERISA) by reason of a plan's ’s investment in the entity, including, without limitation, an insurance company general account.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Ii)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "“Transfer"”) except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "“Assignee"”) unless such Assignee shall have executed and delivered to the Seller Transferors on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "“Investment Letter"”), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferors to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2011-1 Certificates. Each Assignee will agree with the Seller Transferors that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferors an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be TransferredTransferred to, and each Assignee will certify that it is not, (a) an "“employee benefit plan" ” (as defined in Section 3(3) of ERISA and subject to Title I of ERISA), including governmental plans and church plans, (b) any "“plan" ” (as defined in and subject to Section 4975(e)(1) 4975 of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "“plan assets" ” (within the meaning of U.S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- 101 or otherwise under § 2510.3-101, as modified by Section 3(42) of ERISA) by reason of a plan's ’s investment in the entity, including, without limitation, an insurance company general account.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerSellers, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "“Transfer"”) except in accordance with this Section 19 10.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerSellers, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "“Assignee"”) unless such Assignee shall have executed and delivered to the Seller Sellers on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D (an "“Investment Letter"”), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectus. Each Assignee will agree with the Seller that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "“employee benefit plan" ” (as defined in Section 3(3) of ERISA), including governmental plans and church plans, (b) any "“plan" ” (as defined in Section 4975(e)(1) of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "“plan assets" “ (within the meaning of Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- § 2510.3-101 or otherwise under ERISA) by reason of a plan's investment in the entity, including, without limitation, an insurance company general account.
(d) This Section 10.07 shall not apply to the transfer and pledge of the Collateral Interest on the Closing Date by the Sellers pursuant to the Transfer Agreement or by the Capital One Secured Note Trust 2001-5 to the Indenture Trustee (as defined in the Transfer Agreement) pursuant to the Indenture (as defined in the Transfer Agreement).
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Capital One Master Trust)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferor, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "Transfer") except in accordance with this Section 19 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferor, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "Assignee") unless such Assignee shall have executed and delivered to the Seller Transferor on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D (an "Investment Letter"), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferor to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectus. Each Assignee will agree with the Seller Transferor that: (a) such Assignee will deliver to the Seller Transferor on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA), including governmental plans and church plans, (b) any "plan" (as defined in Section 4975(e)(1) of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "plan assets" (within the meaning of Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- § 2510.3-101 or otherwise under ERISA) by reason of a plan's investment in the entity, including, without limitation, an insurance company general account.
(d) This Section 19 shall not apply to the transfer and pledge of the Collateral Interest on the Closing Date by the Transferor pursuant to the Transfer Agreement or by the MBNA Asset Backed Note Trust (2001-B) to the Indenture Trustee (as defined in the Transfer Agreement) pursuant to the Indenture (as defined in the Transfer Agreement).
Appears in 1 contract
Sources: Amended and Restated Series 2001 B Supplement (BA Credit Card Funding, LLC)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the Seller, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "“Transfer"”) except in accordance with this Section 19 10.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the Seller, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "“Assignee"”) unless such Assignee shall have executed and delivered to the Seller on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D (an "“Investment Letter"”), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectus. Each Assignee will agree with the Seller that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "“employee benefit plan" ” (as defined in Section 3(3) of ERISA), including governmental plans and church plans, (b) any "“plan" ” (as defined in Section 4975(e)(1) of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "“plan assets" ” (within the meaning of Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- 2510.3-101 or otherwise under ERISA) by reason of a plan's ’s investment in the entity, including, without limitation, an insurance company general account.
(d) This Section 10.07 shall not apply to the transfer and pledge of the Collateral Interest on the Closing Date by the Seller pursuant to the Transfer Agreement or by the Capital One Secured Note Trust 2001-1 to the Indenture Trustee (as defined in the Transfer Agreement) pursuant to the Indenture (as defined in the Transfer Agreement).
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Capital One Master Trust)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "“Transfer"”) except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "“Assignee"”) unless such Assignee shall have executed and delivered to the Seller Transferors on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "“Investment Letter"”), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferors to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2007-5 Certificates. Each Assignee will agree with the Seller Transferors that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferors an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "“employee benefit plan" ” (as defined in Section 3(3) of ERISA), including governmental plans and church plans, (b) any "“plan" ” (as defined in Section 4975(e)(1) of the Code) including individual retirement accounts and K▇▇▇▇ plans, or (c) any other entity whose underlying assets include "“plan assets" ” (within the meaning of U.S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- § 2510.3-101 or otherwise under ERISA) by reason of a plan's ’s investment in the entity, including, without limitation, an insurance company general account.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Ii)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "“Transfer"”) except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "“Assignee"”) unless such Assignee shall have executed and delivered to the Seller Transferors on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "“Investment Letter"”), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferors to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2007-8 Certificates. Each Assignee will agree with the Seller Transferors that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferors an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "“employee benefit plan" ” (as defined in Section 3(3) of ERISA and subject to Title I of ERISA), including governmental plans and church plans, (b) any "“plan" ” (as defined in and subject to Section 4975(e)(1) 4975 of the Code) including individual retirement accounts and K▇▇▇▇ plans, or (c) any other entity whose underlying assets include "“plan assets" ” (within the meaning of U.S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- 101 or otherwise under § 2510.3-101, as modified by Section 3(42) of ERISA) by reason of a plan's ’s investment in the entity, including, without limitation, an insurance company general account.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "Transfer") except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "Assignee") unless such Assignee shall have executed and delivered to the Seller Transferors on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "Investment Letter"), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferors to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2006-2 Certificates. Each Assignee will agree with the Seller Transferors that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferors an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA), including governmental plans and church plans, (b) any "plan" (as defined in Section 4975(e)(1) of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "plan assets" (within the meaning of U.S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- Section 2510.3-101 or otherwise under ERISA) by reason of a plan's investment in the entity, including, without limitation, an insurance company general account. [The signature page follows this page.]
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerSellers, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "Transfer") except in accordance with this Section 19 10.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerSellers, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "Assignee") unless such Assignee shall have executed and delivered to the Seller Sellers on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D (an "Investment Letter"), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectus. Each Assignee will agree with the Seller that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA), including governmental plans and church plans, (b) any "plan" (as defined in Section 4975(e)(1) of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "plan assets" (within the meaning of Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- § 2510.3-101 or otherwise under ERISA) by reason of a plan's investment in the entity, including, without limitation, an insurance company general account.
(d) This Section 10.07 shall not apply to the transfer and pledge of the Collateral Interest on the Closing Date by the Sellers pursuant to the Transfer Agreement or by the Capital One Secured Note Trust 2001-4 to the Indenture Trustee (as defined in the Transfer Agreement) pursuant to the Indenture (as defined in the Transfer Agreement).
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Capital One Master Trust)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "“Transfer"”) except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "“Assignee"”) unless such Assignee shall have executed and delivered to the Seller Transferors on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "“Investment Letter"”), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferors to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2014-5 Certificates. Each Assignee will agree with the Seller Transferors that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferors an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be TransferredTransferred to, and each Assignee will certify that it is not, (a) an "“employee benefit plan" ” (as defined in Section 3(3) of ERISA and subject to Title I of ERISA), including governmental plans and church plans, (b) any "“plan" ” (as defined in and subject to Section 4975(e)(1) 4975 of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "“plan assets" ” (within the meaning of U.S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- 101 or otherwise under § 2510.3-101, as modified by Section 3(42) of ERISA) by reason of a plan's ’s investment in the entity, including, without limitation, an insurance company general account.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Ii)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "Transfer") except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "Assignee") unless such Assignee shall have executed and delivered to the Seller Transferors on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "Investment Letter"), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferors to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2006-1 Certificates. Each Assignee will agree with the Seller Transferors that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferors an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA), including governmental plans and church plans, (b) any "plan" (as defined in Section 4975(e)(1) of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "plan assets" (within the meaning of U.S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- Section 2510.3-101 or otherwise under ERISA) by reason of a plan's investment in the entity, including, without limitation, an insurance company general account. [The signature page follows this page.]
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "Transfer") except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "Assignee") unless such Assignee shall have executed and delivered to the Seller Transferors on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "Investment Letter"), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferors to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2005-6 Certificates. Each Assignee will agree with the Seller Transferors that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferors an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA), including governmental plans and church plans, (b) any "plan" (as defined in Section 4975(e)(1) of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "plan assets" (within the meaning of U.S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- ss. 2510.3-101 or otherwise under ERISA) by reason of a plan's investment in the entity, including, without limitation, an insurance company general account. [The signature page follows this page.]
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the Seller, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "Transfer") except in accordance with this Section 19 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the Seller, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "Assignee") unless such Assignee shall have executed and delivered to the Seller on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D (an "Investment Letter"), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectus. Each Assignee will agree with the Seller that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA), including governmental plans and church plans, (b) any "plan" (as defined in Section 4975(e)(1) of the Code) including individual retirement accounts and K▇▇▇▇ plans, or (c) any other entity whose underlying assets include "plan assets" (within the meaning of Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- 101 or otherwise under ERISA) by reason of a plan's investment in the entity, including, without limitation, an insurance company general account.
(d) This Section 19 shall not apply to the transfer and pledge of the Collateral Interest on the Closing Date by the Seller pursuant to the Transfer Agreement or by the MBNA Asset Backed Note Trust (2000-C) to the Indenture Trustee (as defined in the Transfer Agreement) pursuant to the Indenture (as defined in the Transfer Agreement).
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Mbna America Bk Nat Assoc Mbna Master Credit Card Trust Ii)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "“Transfer"”) except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "“Assignee"”) unless such Assignee shall have executed and delivered to the Seller Transferors on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "“Investment Letter"”), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferors to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2012-2 Certificates. Each Assignee will agree with the Seller Transferors that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferors an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be TransferredTransferred to, and each Assignee will certify that it is not, (a) an "“employee benefit plan" ” (as defined in Section 3(3) of ERISA and subject to Title I of ERISA), including governmental plans and church plans, (b) any "“plan" ” (as defined in and subject to Section 4975(e)(1) 4975 of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "“plan assets" ” (within the meaning of U.S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- 101 or otherwise under § 2510.3-101, as modified by Section 3(42) of ERISA) by reason of a plan's ’s investment in the entity, including, without limitation, an insurance company general account.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "Transfer") except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "Assignee") unless such Assignee shall have executed and delivered to the Seller Transferors on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "Investment Letter"), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferors to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2004-5 Certificates. Each Assignee will agree with the Seller Transferors that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferors an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA), including governmental plans and church plans, (b) any "plan" (as defined in Section 4975(e)(1) of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "plan assets" (within the meaning of U.S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- ss. 2510.3-101 or oR otherwise under ERISA) by reason of a plan's investment in the entity, including, without limitation, an insurance company general account. [The signature page follows this page.]
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Credit Account Master Trust)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "“Transfer"”) except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "“Assignee"”) unless such Assignee shall have executed and delivered to the Seller Transferors on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "“Investment Letter"”), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferors to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2014-3 Certificates. Each Assignee will agree with the Seller Transferors that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferors an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be TransferredTransferred to, and each Assignee will certify that it is not, (a) an "“employee benefit plan" ” (as defined in Section 3(3) of ERISA and subject to Title I of ERISA), including governmental plans and church plans, (b) any "“plan" ” (as defined in and subject to Section 4975(e)(1) 4975 of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "“plan assets" ” (within the meaning of U.S. Department of Labor Regulation Section 2510.3- 101, 29 C.F.R. § 2510.3-101, 29 C.F.R. 2510.3- 101 or otherwise under as modified by Section 3(42) of ERISA) by reason of a plan's ’s investment in the entity, including, without limitation, an insurance company general account.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Ii)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "“Transfer"”) except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "“Assignee"”) unless such Assignee shall have executed and delivered to the Seller Transferors on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "“Investment Letter"”), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferors to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2015-1 Certificates. Each Assignee will agree with the Seller Transferors that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferors an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be TransferredTransferred to, and each Assignee will certify that it is not, (a) an "“employee benefit plan" ” (as defined in Section 3(3) of ERISA and subject to Title I of ERISA), including governmental plans and church plans, (b) any "“plan" ” (as defined in and subject to Section 4975(e)(1) 4975 of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "“plan assets" ” (within the meaning of U.S. Department of Labor Regulation Section 2510.3- 101, 29 C.F.R. § 2510.3-101, 29 C.F.R. 2510.3- 101 or otherwise under as modified by Section 3(42) of ERISA) by reason of a plan's ’s investment in the entity, including, without limitation, an insurance company general account.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Ii)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "“Transfer"”) except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "“Assignee"”) unless such Assignee shall have executed and delivered to the Seller Transferors on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "“Investment Letter"”), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferors to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2007-1 Certificates. Each Assignee will agree with the Seller Transferors that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferors an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "“employee benefit plan" ” (as defined in Section 3(3) of ERISA), including governmental plans and church plans, (b) any "“plan" ” (as defined in Section 4975(e)(1) of the Code) including individual retirement accounts and K▇▇▇▇ plans, or (c) any other entity whose underlying assets include "“plan assets" ” (within the meaning of U.S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- § 2510.3-101 or otherwise under ERISA) by reason of a plan's ’s investment in the entity, including, without limitation, an insurance company general account.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "“Transfer"”) except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "“Assignee"”) unless such Assignee shall have executed and delivered to the Seller Transferors on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "“Investment Letter"”), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferors to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2008-9 Certificates. Each Assignee will agree with the Seller Transferors that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferors an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "“employee benefit plan" ” (as defined in Section 3(3) of ERISA and subject to Title I of ERISA), including governmental plans and church plans, (b) any "“plan" ” (as defined in and subject to Section 4975(e)(1) 4975 of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "“plan assets" ” (within the meaning of U.S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- 101 or otherwise under § 2510.3-101, as modified by Section 3(42) of ERISA) by reason of a plan's ’s investment in the entity, including, without limitation, an insurance company general account.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferor, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "Transfer") except in accordance with this Section 19 10.8 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferor, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "Assignee") unless such Assignee shall have executed and delivered to the Seller Transferor on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D (an "Investment Letter"), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferor to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2002-B Certificates. Each Assignee will agree with the Seller Transferor that: (a) such Assignee will deliver to the Seller Transferor on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA), including governmental plans and church plans) which is subject to ERISA, (b) any "plan" (as defined in Section 4975(e)(1) of the Code) ), including individual retirement accounts and K▇▇▇▇ Keogh plans, which is subject to Section 4975 of the Code or (c) any other o▇▇▇▇ entity whose underlying assets include "plan assets" (within the meaning of Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- 101 or otherwise under ERISA) by reason of a any such plan's investment in the entity, including, without limitation, an insurance company general account.
(d) This Section 10.8 shall not apply to the transfer and pledge of the Collateral Interest on the Closing Date by Fleet Credit Card Funding Trust pursuant to the Transfer Agreement or by Fleet Secured Note Trust 2002-B to the Indenture Trustee (as defined in the Transfer Agreement) pursuant to the Indenture (as defined in the Transfer Agreement).
Appears in 1 contract
Sources: Series 2002 B Supplement (Fleet Credit Card Master Trust Ii)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerSellers, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "Transfer") except in accordance with this Section 19 10.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerSellers, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "Assignee") unless such Assignee shall have executed and delivered to the Seller Sellers on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D (an "Investment Letter"), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectus. Each Assignee will agree with the Seller that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA), including governmental plans and church plans, (b) any "plan" (as defined in Section 4975(e)(1) of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "plan assets" (within the meaning of Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- (S) 2510.3-101 or otherwise under ERISA) by reason of a plan's investment in the entity, including, without limitation, an insurance company general account.
(d) This Section 10.07 shall not apply to the transfer and pledge of the Collateral Interest on the Closing Date by the Sellers pursuant to the Transfer Agreement or by the Capital One Secured Note Trust 2001-8 to the Indenture Trustee (as defined in the Transfer Agreement) pursuant to the Indenture (as defined in the Transfer Agreement).
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Capital One Master Trust)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "“Transfer"”) except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "“Assignee"”) unless such Assignee shall have executed and delivered to the Seller Transferors on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "“Investment Letter"”), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferors to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2008-3 Certificates. Each Assignee will agree with the Seller Transferors that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferors an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "“employee benefit plan" ” (as defined in Section 3(3) of ERISA and subject to Title I of ERISA), including governmental plans and church plans, (b) any "“plan" ” (as defined in and subject to Section 4975(e)(1) 4975 of the Code) including individual retirement accounts and K▇▇▇▇ plans, or (c) any other entity whose underlying assets include "“plan assets" ” (within the meaning of U.S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- 101 or otherwise under § 2510.3-101, as modified by Section 3(42) of ERISA) by reason of a plan's ’s investment in the entity, including, without limitation, an insurance company general account.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the Seller, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "Transfer") except in accordance with this Section 19 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the Seller, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "Assignee") unless such Assignee shall have executed and delivered to the Seller on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D (an "Investment Letter"), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectus. Each Assignee will agree with the Seller that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA), including governmental plans and church plans, (b) any "plan" (as defined in Section 4975(e)(1) of the Code) including individual retirement accounts and K▇▇▇▇ plans, or (c) any other entity whose underlying assets include "plan assets" (within the meaning of Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- 101 or otherwise under ERISA) by reason of a plan's investment in the entity, including, without limitation, an insurance company general account.
(d) This Section 19 shall not apply to the transfer and pledge of the Collateral Interest on the Closing Date by the Seller pursuant to the Transfer Agreement or by the MBNA Asset Backed Note Trust (2000-B) to the Indenture Trustee (as defined in the Transfer Agreement) pursuant to the Indenture (as defined in the Transfer Agreement).
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Mbna America Bk Nat Assoc Mbna Master Credit Card Trust Ii)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the Seller, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "Transfer") except in accordance with this Section 19 10.8 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the Seller, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "Assignee") unless such Assignee shall have executed and delivered to the Seller on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D (an "Investment Letter"), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 1999-D Certificates. Each Assignee will agree with the Seller that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D E (an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA), including governmental plans and church plans, (b) any "plan" (as defined in Section 4975(e)(1) of the Code) including individual retirement accounts and KKeog▇ ▇▇▇▇ plansns, or (c) any other entity whose underlying assets include "plan assets" (within the meaning of Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- Section 2510.3-101 or otherwise under ERISA) by reason of a plan's investment in the entity, including, without limitation, an insurance company general account.
Appears in 1 contract
Sources: Series 1999 D Supplement (Fleet Bank National Association /Ri/)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the Seller, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "Transfer") except in accordance with this Section 19 10.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the Seller, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "Assignee") unless such Assignee shall have executed and delivered to the Seller on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D (an "Investment Letter"), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectus. Each Assignee will agree with the Seller that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA), including governmental plans and church plans, (b) any "plan" (as defined in Section 4975(e)(1) of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "plan assets" (within the meaning of Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- (S). 2510.3-101 or otherwise under ERISA) by reason of a plan's investment in the entity, including, without limitation, an insurance company general account.
(d) This Section 10.07 shall not apply to the transfer and pledge of the Collateral Interest on the Closing Date by the Seller pursuant to the Transfer Agreement or by the Capital One Secured Note Trust 2000-2 to the Indenture Trustee (as defined in the Transfer Agreement) pursuant to the Indenture (as defined in the Transfer Agreement).
Appears in 1 contract
Sources: Supplement to Pooling and Servicing Agreement (Capital One Master Trust)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the Seller, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "Transfer") except in accordance with this Section 19 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the Seller, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "Assignee") unless such Assignee shall have executed and delivered to the Seller on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D (an "Investment Letter"), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectus. Each Assignee will agree with the Seller that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA), including governmental plans and church plans, (b) any "plan" (as defined in Section 4975(e)(1) of the Code) including individual retirement accounts and K▇▇▇▇ plans, or (c) any other entity whose underlying assets include "plan assets" (within the meaning of Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- 101 or otherwise under ERISA) by reason of a plan's investment in the entity, including, without limitation, an insurance company general account.
(d) This Section 19 shall not apply to the transfer and pledge of the Collateral Interest on the Closing Date by the Seller pursuant to the Transfer Agreement or by the MBNA Asset Backed Note Trust (2000-F) to the Indenture Trustee (as defined in the Transfer Agreement) pursuant to the Indenture (as defined in the Transfer Agreement).
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Mbna America Bk Nat Assoc Mbna Master Credit Card Trust Ii)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the Seller, no portion of the Collateral Interest or any interest therein may be directly or indirectly sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "TransferTRANSFER") except in accordance with this Section 19 SECTION 9.05 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the Seller, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "AssigneeASSIGNEE") unless such Assignee shall have executed and delivered to the Seller on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D EXHIBIT E (an "Investment LetterINVESTMENT LETTER"), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectus. Each Assignee will agree with the Seller that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (an "Investment Letter"), Letter executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA), including governmental plans and church plans, (b) any "plan" (as defined in Section 4975(e)(1) of the Code) including individual retirement accounts and K▇▇▇▇ Keogh plans, or (c) any other entity whose underlying assets include "plan ▇▇▇▇ assets" (within the meaning of Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- section 2510.3-101 or otherwise under ERISA) by reason of a plan's investment in the entity, including, without limitation, an insurance company general account.
(d) Notwithstanding anything to the contrary herein, no Transfer of an interest in the Collateral Interest may be made except to a Person who is a "United States person" for United States federal income tax purposes and only upon the prior delivery of a Tax Opinion to the Trustee, and any such transfer in violation of these requirements shall be null and void ab initio.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (National City Credit Card Master Trust)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "Transfer") except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "Assignee") unless such Assignee shall have executed and delivered to the Seller Transferors on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "Investment Letter"), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferors to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2005-5 Certificates. Each Assignee will agree with the Seller Transferors that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferors an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA), including governmental plans and church plans, (b) any "plan" (as defined in Section 4975(e)(1) of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "plan assets" (within the meaning of U.S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- ss. 2510.3-101 or otherwise under ERISA) by reason of a plan's investment in the entity, including, without limitation, an insurance company general account. [The signature page follows this page.]
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the Seller, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecatedhypothicated, pledged, participated, exchanged or otherwise transferred (each, a "Transfer") except in accordance with this Section 19 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the Seller, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "Assignee") unless such Assignee shall have executed and delivered to the Seller on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D (an "Investment Letter"), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectus. Each Assignee will agree with the Seller that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA), including governmental plans and church plans, (b) any "plan" (as defined in Section 4975(e)(1) of the Code) including individual retirement accounts and K▇▇▇▇ plans, or (c) any other entity whose underlying assets include "plan assets" (within the meaning of Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- 101 or otherwise under ERISA) by reason of a plan's investment in the entity, including, without limitation, an insurance company general account.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Mbna America Bk Nat Assoc Mbna Master Credit Card Trust Ii)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "“Transfer"”) except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "“Assignee"”) unless such Assignee shall have executed and delivered to the Seller Transferors on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "“Investment Letter"”), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferors to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2008-2 Certificates. Each Assignee will agree with the Seller Transferors that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferors an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "“employee benefit plan" ” (as defined in Section 3(3) of ERISA and subject to Title I of ERISA), including governmental plans and church plans, (b) any "“plan" ” (as defined in and subject to Section 4975(e)(1) 4975 of the Code) including individual retirement accounts and K▇▇▇▇ plans, or (c) any other entity whose underlying assets include "“plan assets" ” (within the meaning of U.S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- 101 or otherwise under § 2510.3-101, as modified by Section 3(42) of ERISA) by reason of a plan's ’s investment in the entity, including, without limitation, an insurance company general account.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Credit Account Master Trust)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferor, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "Transfer") except in accordance with this Section 19 10.8 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferor, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "Assignee") unless such Assignee shall have executed and delivered to the Seller Transferor on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D (an "Investment Letter"), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferor to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2003-A Certificates. Each Assignee will agree with the Seller Transferor that: (a) such Assignee will deliver to the Seller Transferor on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA), including governmental plans and church plans) which is subject to ERISA, (b) any "plan" (as defined in Section 4975(e)(1) of the Code) ), including individual retirement accounts and K▇▇▇▇▇ plans, which is subject to Section 4975 of the Code or (c) any other entity whose underlying assets include "plan assets" (within the meaning of Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- 101 or otherwise under ERISA) by reason of a any such plan's investment in the entity, including, without limitation, an insurance company general account.
(d) This Section 10.8 shall not apply to the transfer and pledge of the Collateral Interest on the Closing Date by Fleet Credit Card Funding Trust pursuant to the Transfer Agreement or by Fleet Secured Note Trust 2003-A to the Indenture Trustee (as defined in the Transfer Agreement) pursuant to the Indenture (as defined in the Transfer Agreement).
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Fleet Credit Card Master Trust Ii)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the Seller, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "Transfer") except in accordance with this Section 19 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the Seller, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "Assignee") unless such Assignee shall have executed and delivered to the Seller on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D (an "Investment Letter"), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectus. Each Assignee will agree with the Seller that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA), including governmental plans and church plans, (b) any "plan" (as defined in Section 4975(e)(1) of the Code) including individual retirement accounts and K▇▇▇▇ plans, or (c) any other entity whose underlying assets include "plan assets" (within the meaning of Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- 101 or otherwise under ERISA) by reason of a plan's investment in the entity, including, without limitation, an insurance company general account.
(d) This Section 19 shall not apply to the transfer and pledge of the Collateral Interest on the Closing Date by the Seller pursuant to the Transfer Agreement or by the MBNA Asset Backed Note Trust (2000-H) to the Indenture Trustee (as defined in the Transfer Agreement) pursuant to the Indenture (as defined in the Transfer Agreement).
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Mbna America Bk Nat Assoc Mbna Master Credit Card Trust Ii)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the Seller, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "Transfer") except in accordance with this Section 19 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the Seller, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "Assignee") unless such Assignee shall have executed and delivered to the Seller on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D (an "Investment Letter"), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectus. Each Assignee will agree with the Seller that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA), including governmental plans and church plans, (b) any "plan" (as defined in Section 4975(e)(1) of the Code) including individual retirement accounts and K▇▇▇▇ Keogh plans, or (c) any other a▇▇ ▇▇her entity whose underlying assets include "plan assets" (within the meaning of Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- C.F.R.2510.3-101 or otherwise under ERISA) by reason of a plan's investment in the entity, including, without limitation, an insurance company general account.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Mbna America Bk Nat Assoc Mbna Master Credit Card Trust Ii)
Transfers of the Collateral Interest. and the -------------------------------------------- Subordinated Transferor Certificate. -----------------------------------
(a) Unless otherwise consented to by the SellerThe Collateral Interest shall not be listed for trading on a recognized securities exchange.
(b) The Collateral Interest shall be issued in minimum denominations of ($200,000). At any point in time, no portion of the Collateral Interest shall not be held by more than (fifty) different investors.
(c) No transfer of any Collateral Interest shall be made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "1933 Act") or any interest therein may pursuant to a qualification under applicable state securities laws. Each transfer of a Collateral Interest shall be soldmade in a transaction which does not require such registration or qualification. If such a transfer is to be made without registration or qualification, conveyedthen the Certificate Registrar shall require, assignedin order to assure compliance with such laws, hypothecated, pledged, participated, exchanged or otherwise transferred receipt of: (eachi) if such transfer is of a Collateral Interest and is purportedly being made in reliance upon Rule 144A under the 1933 Act, a "Transfer") except in accordance with this Section 19 and only certificate from the Certificateholder desiring to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the Seller, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each effect such Person acquiring the Collateral Interest or any interest therein, an "Assignee") unless such Assignee shall have executed and delivered to the Seller on or before the effective date of any Transfer a letter transfer substantially in the form attached hereto as Exhibit D hereto and a certificate from such Certificateholder's prospective transferee substantially in the form attached as Exhibit E hereto; and (ii) in all other cases, (A) except where the Transferor or an "Investment Letter"Affiliate thereof is the transferor or transferee, an Opinion of Counsel satisfactory to the Trustee to the effect that such transfer may be made without such registration or qualification (which Opinion of Counsel shall not be an expense of the Trust Fund or the Transferor or the Trustee in their respective capacities as such), executed by (B) a certificate from the Certificateholder desiring to effect such Assignee, with respect to transfer substantially in the related Transfer to form attached as Exhibit E hereto and (C) a certificate from such Assignee of all Certificateholder's prospective transferee substantially in the form attached as Exhibit F hereto. Neither the Transferor nor the Trustee shall register or a portion of the Collateral Interest.
(b) Each Assignee will certify that qualify the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller to register under the Securities 1933 Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer of any Collateral Interest pursuant to a registration statement or qualification. In addition, neither the Transferor nor the Trustee shall transfer the Collateral Interest unless such transfer is made pursuant to an effective exemption from registration. Any Collateral Interest Holder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Trustee and the Transferor against any liability that may result if the transfer is not so exempt from registration or qualification.
(d) No transfer of Collateral Interest shall be made unless the interest therein to be acquired by prospective transferee represents (i) that it is acquiring the Assignee Certificate for its own behalf and is not acting as agent or custodian for any other person or entity in connection with such acquisition, and (ii) if the
(d) The Subordinated Transferor Certificate may not be sold, assigned, transferred, participated, pledged, hypothecated, or otherwise conveyed by the sale Transferor except that an interest in the Subordinated Transferor Certificate may be participated to Bridgestone/Firestone. SECTION 10. Consents of Series 1996-1 Certificateholders. -------------------------------------------- Whenever the Agreement provides for the vote, consent or waiver of Series 1996-1 Certificateholders, such vote, consent or waiver shall be obtained on the basis of the Collateral Interest is not being made by means of the Prospectus. Each Assignee will agree with the Seller that: (a) such Assignee will deliver to the Seller Investor Certificateholders on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (an "Investment Letter")aggregate basis, executed by such Assignee except with respect to the purchase votes, consents or waivers permitted or required by the Sections indicated below, with respect to which such Assignee of all votes, consents or waivers shall be obtained from either Class, or each and every Class, as a portion of separate Class, as specified below: shall be required on Section: the following basis: --------------------------- 6.13 Class A and B and Collateral Interest 9.02 Class A and (bB and Collateral Interest 10.01(b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Class A and B and Collateral Interest or any interest therein may be Transferred, 10.04 Class A and each Assignee will certify that it is not, (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA), including governmental plans B and church plans, (b) any "plan" (as defined in Section 4975(e)(1) of the Code) including individual retirement accounts Collateral Interest 13.01 Class A and K▇▇▇▇ plans, or (c) any other entity whose underlying assets include "plan assets" (within the meaning of Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- 101 or otherwise under ERISA) by reason of a plan's investment in the entity, including, without limitation, an insurance company general account.B and Collateral Interest 13.07 Class A and B and Collateral Interest
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Firestone Retail Credit Corp)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "“Transfer"”) except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "“Assignee"”) unless such Assignee shall have executed and delivered to the Seller Transferors on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "“Investment Letter"”), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferors to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 201[ ]-[ ] Certificates. Each Assignee will agree with the Seller Transferors that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferors an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be TransferredTransferred to, and each Assignee will certify that it is not, (a) an "“employee benefit plan" ” (as defined in Section 3(3) of ERISA and subject to Title I of ERISA), including governmental plans and church plans, (b) any "“plan" ” (as defined in and subject to Section 4975(e)(1) 4975 of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "“plan assets" ” (within the meaning of U.S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- 101 or otherwise under § 2510.3-101, as modified by Section 3(42) of ERISA) by reason of a plan's ’s investment in the entity, including, without limitation, an insurance company general account.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Credit Account Master Trust)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "Transfer") except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "Assignee") unless such Assignee shall have executed and delivered to the Seller Transferors on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "Investment Letter"), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferors to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2005-8 Certificates. Each Assignee will agree with the Seller Transferors that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferors an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA), including governmental plans and church plans, (b) any "plan" (as defined in Section 4975(e)(1) of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "plan assets" (within the meaning of U.S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- ss. 2510.3-101 or otherwise under ERISA) by reason of a plan's investment in the entity, including, without limitation, an insurance company general account. [The signature page follows this page.]
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "Transfer") except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "Assignee") unless such Assignee shall have executed and delivered to the Seller Transferors on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "Investment Letter"), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferors to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2005-2 Certificates. Each Assignee will agree with the Seller Transferors that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferors an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA), including governmental plans and church plans, (b) any "plan" (as defined in Section 4975(e)(1) of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "plan assets" (within the meaning of U.S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- ss. 2510.3-101 or otherwise under ERISA) by reason of a plan's investment in the entity, including, without limitation, an insurance company general account. [The signature page follows this page.]
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerSellers, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "Transfer") except in accordance with this Section 19 10.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerSellers, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "Assignee") unless such Assignee shall have executed and delivered to the Seller Sellers on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D (an "Investment Letter"), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectus. Each Assignee will agree with the Seller that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA), including governmental plans and church plans, (b) any "plan" (as defined in Section 4975(e)(1) of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "plan assets" (within the meaning of Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- § 2510.3-101 or otherwise under ERISA) by reason of a plan's investment in the entity, including, without limitation, an insurance company general account.
(d) This Section 10.07 shall not apply to the transfer and pledge of the Collateral Interest on the Closing Date by the Sellers pursuant to the Transfer Agreement or by the Capital One Secured Note Trust 2001-6 to the Indenture Trustee (as defined in the Transfer Agreement) pursuant to the Indenture (as defined in the Transfer Agreement).
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Capital One Master Trust)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the Seller, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "Transfer") except in accordance with this Section 19 10.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the Seller, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "Assignee") unless such Assignee shall have executed and delivered to the Seller on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D (an "Investment Letter"), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectus. Each Assignee will agree with the Seller that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA), including governmental plans and church plans, (b) any "plan" (as defined in Section 4975(e)(1) of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "plan assets" (within 45 the meaning of Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- ss. 2510.3-101 or otherwise under ERISA) by reason of a plan's investment in the entity, including, without limitation, an insurance company general account.
(d) This Section 10.07 shall not apply to the transfer and pledge of the Collateral Interest on the Closing Date by the Seller pursuant to the Transfer Agreement or by the Capital One Secured Note Trust 2000-5 to the Indenture Trustee (as defined in the Transfer Agreement) pursuant to the Indenture (as defined in the Transfer Agreement).
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Capital One Master Trust)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "“Transfer"”) except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "“Assignee"”) unless such Assignee shall have executed and delivered to the Seller Transferors on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "“Investment Letter"”), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferors to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2007-2 Certificates. Each Assignee will agree with the Seller Transferors that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferors an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "“employee benefit plan" ” (as defined in Section 3(3) of ERISA), including governmental plans and church plans, (b) any "“plan" ” (as defined in Section 4975(e)(1) of the Code) including individual retirement accounts and K▇▇▇▇ plans, or (c) any other entity whose underlying assets include "“plan assets" ” (within the meaning of U.S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- § 2510.3-101 or otherwise under ERISA) by reason of a plan's ’s investment in the entity, including, without limitation, an insurance company general account.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "Transfer") except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "Assignee") unless such Assignee shall have executed and delivered to the Seller Transferors on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "Investment Letter"), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferors to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2004-2 Certificates. Each Assignee will agree with the Seller Transferors that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferors an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA), including governmental plans and church plans, (b) any "plan" (as defined in Section 4975(e)(1) of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "plan assets" (within the meaning of U.S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- ss. 2510.3-101 or oR otherwise under ERISA) by reason of a plan's investment in the entity, including, without limitation, an insurance company general account. [The signature page follows this page.]
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "Transfer") except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "Assignee") unless such Assignee shall have executed and delivered to the Seller Transferors on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "Investment Letter"), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferors to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2004-4 Certificates. Each Assignee will agree with the Seller Transferors that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferors an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA), including governmental plans and church plans, (b) any "plan" (as defined in Section 4975(e)(1) of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "plan assets" (within the meaning of U.S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- ss. 2510.3-101 or oR otherwise under ERISA) by reason of a plan's investment in the entity, including, without limitation, an insurance company general account. [The signature page follows this page.]
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "Transfer") except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "Assignee") unless such Assignee shall have executed and delivered to the Seller Transferors on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "Investment Letter"), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferors to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2005-7 Certificates. Each Assignee will agree with the Seller Transferors that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferors an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA), including governmental plans and church plans, (b) any "plan" (as defined in Section 4975(e)(1) of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "plan assets" (within the meaning of U.S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- ss. 2510.3-101 or otherwise under ERISA) by reason of a plan's investment in the entity, including, without limitation, an insurance company general account. [The signature page follows this page.]
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the Seller, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "Transfer") except in accordance with this Section 19 10.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the Seller, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "Assignee") unless such Assignee shall have executed and delivered to the Seller on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D (an "Investment Letter"), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectus. Each Assignee will agree with the Seller that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA), including governmental plans and church plans, (b) any "plan" (as defined in Section 4975(e)(1) of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "plan assets" (within the meaning of Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- ss. 2510.3-101 or otherwise under ERISA) by reason of a plan's investment in the entity, including, without limitation, an insurance company general account.
(d) This Section 10.07 shall not apply to the transfer and pledge of the Collateral Interest on the Closing Date by the Seller pursuant to the Transfer Agreement or by the Capital One Secured Note Trust 2000-4 to the Indenture Trustee (as defined in the Transfer Agreement) pursuant to the Indenture (as defined in the Transfer Agreement).
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Capital One Master Trust)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerSellers, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "Transfer") except in accordance with this Section 19 10.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerSellers, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "Assignee") unless such Assignee shall have executed and delivered to the Seller Sellers on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D (an "Investment Letter"), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectus. Each Assignee will agree with the Seller that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA), including governmental plans and church plans, (b) any "plan" (as defined in Section 4975(e)(1) of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "plan assets" (within the meaning of Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- (S) 2510.3-101 or otherwise under ERISA) by reason of a plan's investment in the entity, including, without limitation, an insurance company general account.
(d) This Section 10.07 shall not apply to the transfer and pledge of the Collateral Interest on the Closing Date by the Sellers pursuant to the Transfer Agreement or by the Capital One Secured Note Trust 2002-2 to the Indenture Trustee (as defined in the Transfer Agreement) pursuant to the Indenture (as defined in the Transfer Agreement).
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Capital One Master Trust)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "“Transfer"”) except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "“Assignee"”) unless such Assignee shall have executed and delivered to the Seller Transferors on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "“Investment Letter"”), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferors to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2007-7 Certificates. Each Assignee will agree with the Seller Transferors that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferors an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "“employee benefit plan" ” (as defined in Section 3(3) of ERISA and subject to Title I of ERISA), including governmental plans and church plans, (b) any "“plan" ” (as defined in and subject to Section 4975(e)(1) 4975 of the Code) including individual retirement accounts and K▇▇▇▇ plans, or (c) any other entity whose underlying assets include "“plan assets" ” (within the meaning of U.S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- 101 or otherwise under § 2510.3-101, as modified by Section 3(42) of ERISA) by reason of a plan's ’s investment in the entity, including, without limitation, an insurance company general account.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Ii)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "Transfer") except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "Assignee") unless such Assignee shall have executed and delivered to the Seller Transferors on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "Investment Letter"), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferors to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2004-3 Certificates. Each Assignee will agree with the Seller Transferors that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferors an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA), including governmental plans and church plans, (b) any "plan" (as defined in Section 4975(e)(1) of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "plan assets" (within the meaning of U.S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- ss. 2510.3-101 or otherwise under ERISA) by reason of a plan's investment in the entity, including, without limitation, an insurance company general account. [The signature page follows this page.] 35 (Series 2004-3 Supplement)
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "“Transfer"”) except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "“Assignee"”) unless such Assignee shall have executed and delivered to the Seller Transferors on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "“Investment Letter"”), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferors to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2013-3 Certificates. Each Assignee will agree with the Seller Transferors that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferors an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be TransferredTransferred to, and each Assignee will certify that it is not, (a) an "“employee benefit plan" ” (as defined in Section 3(3) of ERISA and subject to Title I of ERISA), including governmental plans and church plans, (b) any "“plan" ” (as defined in and subject to Section 4975(e)(1) 4975 of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "“plan assets" ” (within the meaning of U.S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- 101 or otherwise under § 2510.3-101, as modified by Section 3(42) of ERISA) by reason of a plan's ’s investment in the entity, including, without limitation, an insurance company general account.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "“Transfer"”) except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "“Assignee"”) unless such Assignee shall have executed and delivered to the Seller Transferors on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "“Investment Letter"”), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferors to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2008-1 Certificates. Each Assignee will agree with the Seller Transferors that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferors an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "“employee benefit plan" ” (as defined in Section 3(3) of ERISA and subject to Title I of ERISA), including governmental plans and church plans, (b) any "“plan" ” (as defined in and subject to Section 4975(e)(1) 4975 of the Code) including individual retirement accounts and K▇▇▇▇ plans, or (c) any other entity whose underlying assets include "“plan assets" ” (within the meaning of U.S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- 101 or otherwise under § 2510.3-101, as modified by Section 3(42) of ERISA) by reason of a plan's ’s investment in the entity, including, without limitation, an insurance company general account.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Ii)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerSellers, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "Transfer") except in accordance with this Section 19 10.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerSellers, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "Assignee") unless such Assignee shall have executed and delivered to the Seller Sellers on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D (an "Investment Letter"), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectus. Each Assignee will agree with the Seller that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA), including governmental plans and church plans, (b) any "plan" (as defined in Section 4975(e)(1) of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "plan assets" (within the meaning of Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- ss. 2510.3-101 or otherwise under ERISA) by reason of a plan's investment in the entity, including, without limitation, an insurance company general account.
(d) This Section 10.07 shall not apply to the transfer and pledge of the Collateral Interest on the Closing Date by the Sellers pursuant to the Transfer Agreement or by the Capital One Secured Note Trust 2002-4 to the Indenture Trustee (as defined in the Transfer Agreement) pursuant to the Indenture (as defined in the Transfer Agreement).
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Capital One Master Trust)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "“Transfer"”) except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "“Assignee"”) unless such Assignee shall have executed and delivered to the Seller Transferors on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "“Investment Letter"”), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferors to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2007-6 Certificates. Each Assignee will agree with the Seller Transferors that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferors an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "“employee benefit plan" ” (as defined in Section 3(3) of ERISA and subject to Title I of ERISA), including governmental plans and church plans, (b) any "“plan" ” (as defined in and subject to Section 4975(e)(1) 4975 of the Code) including individual retirement accounts and K▇▇▇▇ plans, or (c) any other entity whose underlying assets include "“plan assets" ” (within the meaning of U.S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- 101 or otherwise under § 2510.3-101, as modified by Section 3(42) of ERISA) by reason of a plan's ’s investment in the entity, including, without limitation, an insurance company general account.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Ii)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "“Transfer"”) except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "“Assignee"”) unless such Assignee shall have executed and delivered to the Seller Transferors on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "“Investment Letter"”), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferors to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2007-3 Certificates. Each Assignee will agree with the Seller Transferors that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferors an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "“employee benefit plan" ” (as defined in Section 3(3) of ERISA), including governmental plans and church plans, (b) any "“plan" ” (as defined in Section 4975(e)(1) of the Code) including individual retirement accounts and K▇▇▇▇ plans, or (c) any other entity whose underlying assets include "“plan assets" ” (within the meaning of U.S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- § 2510.3-101 or otherwise under ERISA) by reason of a plan's ’s investment in the entity, including, without limitation, an insurance company general account.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "Transfer") except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "Assignee") unless such Assignee shall have executed and delivered to the Seller Transferors on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "Investment Letter"), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferors to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2005-4 Certificates. Each Assignee will agree with the Seller Transferors that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferors an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA), including governmental plans and church plans, (b) any "plan" (as defined in Section 4975(e)(1) of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "plan assets" (within the meaning of U.S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- ss. 2510.3-101 or otherwise under ERISA) by reason of a plan's investment in the entity, including, without limitation, an insurance company general account. [The signature page follows this page.]
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "“Transfer"”) except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "“Assignee"”) unless such Assignee shall have executed and delivered to the Seller Transferors on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "“Investment Letter"”), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferors to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2008-6 Certificates. Each Assignee will agree with the Seller Transferors that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferors an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "“employee benefit plan" ” (as defined in Section 3(3) of ERISA and subject to Title I of ERISA), including governmental plans and church plans, (b) any "“plan" ” (as defined in and subject to Section 4975(e)(1) 4975 of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "“plan assets" ” (within the meaning of U.S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- 101 or otherwise under § 2510.3-101, as modified by Section 3(42) of ERISA) by reason of a plan's ’s investment in the entity, including, without limitation, an insurance company general account.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the Seller, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "Transfer") except in accordance with this Section 19 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the Seller, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "Assignee") unless such Assignee shall have executed and delivered to the Seller on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D (an "Investment Letter"), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectus. Each Assignee will agree with the Seller that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA), including governmental plans and church plans, (b) any "plan" (as defined in Section 4975(e)(1) of the Code) including individual retirement accounts and K▇▇▇▇ plans, or (c) any other entity whose underlying assets include "plan assets" (within the meaning of Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- 101 or otherwise under ERISA) by reason of a plan's investment in the entity, including, without limitation, an insurance company general account.
(d) This Section 19 shall not apply to the transfer and pledge of the Collateral Interest on the Closing Date by the Seller pursuant to the Transfer Agreement or by the MBNA Asset Backed Note Trust (2000-A) to the Indenture Trustee (as defined in the Transfer Agreement) pursuant to the Indenture (as defined in the Transfer Agreement).
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Mbna America Bk Nat Assoc Mbna Master Credit Card Trust Ii)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "“Transfer"”) except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "“Assignee"”) unless such Assignee shall have executed and delivered to the Seller Transferors on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "“Investment Letter"”), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferors to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2012-5 Certificates. Each Assignee will agree with the Seller Transferors that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferors an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be TransferredTransferred to, and each Assignee will certify that it is not, (a) an "“employee benefit plan" ” (as defined in Section 3(3) of ERISA and subject to Title I of ERISA), including governmental plans and church plans, (b) any "“plan" ” (as defined in and subject to Section 4975(e)(1) 4975 of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "“plan assets" ” (within the meaning of U.S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- 101 or otherwise under § 2510.3-101, as modified by Section 3(42) of ERISA) by reason of a plan's ’s investment in the entity, including, without limitation, an insurance company general account.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the Seller, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "Transfer") except in accordance with this Section 19 10.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the Seller, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "Assignee") unless such Assignee shall have executed and delivered to the Seller on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D (an "Investment Letter"), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectus. Each Assignee will agree with the Seller that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA), including governmental plans and church plans, (b) any "plan" (as defined in Section 4975(e)(1) of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "plan assets" (within the meaning of Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- (S) 2510.3-101 or otherwise under ERISA) by reason of a plan's investment in the entity, including, without limitation, an insurance company general account.
(d) This Section 10.07 shall not apply to the transfer and pledge of the Collateral Interest on the Closing Date by the Seller pursuant to the Transfer Agreement or by the Capital One Secured Note Trust 2000-3 to the Indenture Trustee (as defined in the Transfer Agreement) pursuant to the Indenture (as defined in the Transfer Agreement).
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Capital One Master Trust)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "“Transfer"”) except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "“Assignee"”) unless such Assignee shall have executed and delivered to the Seller Transferors on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "“Investment Letter"”), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferors to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2010-1 Certificates. Each Assignee will agree with the Seller Transferors that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferors an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be TransferredTransferred to, and each Assignee will certify that it is not, (a) an "“employee benefit plan" ” (as defined in Section 3(3) of ERISA and subject to Title I of ERISA), including governmental plans and church plans, (b) any "“plan" ” (as defined in and subject to Section 4975(e)(1) 4975 of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "“plan assets" ” (within the meaning of U.S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- 101 or otherwise under § 2510.3-101, as modified by Section 3(42) of ERISA) by reason of a plan's ’s investment in the entity, including, without limitation, an insurance company general account.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "“Transfer"”) except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "“Assignee"”) unless such Assignee shall have executed and delivered to the Seller Transferors on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "“Investment Letter"”), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferors to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2013-2 Certificates. Each Assignee will agree with the Seller Transferors that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferors an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be TransferredTransferred to, and each Assignee will certify that it is not, (a) an "“employee benefit plan" ” (as defined in Section 3(3) of ERISA and subject to Title I of ERISA), including governmental plans and church plans, (b) any "“plan" ” (as defined in and subject to Section 4975(e)(1) 4975 of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "“plan assets" ” (within the meaning of U.S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- 101 or otherwise under § 2510.3-101, as modified by Section 3(42) of ERISA) by reason of a plan's ’s investment in the entity, including, without limitation, an insurance company general account.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the Seller, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "TransferTRANSFER") except in accordance with this Section 19 SECTION 9.05 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the Seller, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "AssigneeASSIGNEE") unless such Assignee shall have executed and delivered to the Seller on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D EXHIBIT E (an "Investment LetterINVESTMENT LETTER"), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the 40 45 registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectus. Each Assignee will agree with the Seller that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (an "Investment Letter"), Letter executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA), including governmental plans and church plans, (b) any "plan" (as defined in Section 4975(e)(1) of the Code) including individual retirement accounts and KKeog▇ ▇▇▇▇ plansns, or (c) any other entity whose underlying assets include "plan assets" (within the meaning of Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- Section 2510.3-101 or otherwise under ERISA) by reason of a plan's investment in the entity, including, without limitation, an insurance company general account.
(d) This SECTION 9.05 shall not apply to the transfer and pledge of the Collateral Interest on the Closing Date by the Seller pursuant to the Transfer Agreement or by the National City Floating Rate Secured Note Trust (2000-_) to the Indenture Trustee (as defined in the Transfer Agreement) pursuant to the Indenture (as defined in the Transfer Agreement).
Appears in 1 contract
Sources: Series Supplement (National City Credit Card Master Trust)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "“Transfer"”) except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "“Assignee"”) unless such Assignee shall have executed and delivered to the Seller Transferors on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "“Investment Letter"”), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferors to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2007-4 Certificates. Each Assignee will agree with the Seller Transferors that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferors an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "“employee benefit plan" ” (as defined in Section 3(3) of ERISA), including governmental plans and church plans, (b) any "“plan" ” (as defined in Section 4975(e)(1) of the Code) including individual retirement accounts and K▇▇▇▇ plans, or (c) any other entity whose underlying assets include "“plan assets" ” (within the meaning of U.S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- § 2510.3-101 or otherwise under ERISA) by reason of a plan's ’s investment in the entity, including, without limitation, an insurance company general account.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Ii)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferor, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "Transfer") except in accordance with this Section 19 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferor, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "Assignee") unless such Assignee shall have executed and delivered to the Seller Transferor on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D (an "Investment Letter"), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferor to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectus. Each Assignee will agree with the Seller Transferor that: (a) such Assignee will deliver to the Seller Transferor on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA), including governmental plans and church plans, (b) any "plan" (as defined in Section 4975(e)(1) of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "plan assets" (within the meaning of Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- C.F.R.§2510.3-101 or otherwise under ERISA) by reason of a plan's investment in the entity, including, without limitation, an insurance company general account.
Appears in 1 contract
Sources: Amended and Restated Series 1999 J Supplement (BA Credit Card Funding, LLC)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "“Transfer"”) except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferors, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "“Assignee"”) unless such Assignee shall have executed and delivered to the Seller Transferors on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "“Investment Letter"”), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferors to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 2012-3 Certificates. Each Assignee will agree with the Seller Transferors that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferors an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be TransferredTransferred to, and each Assignee will certify that it is not, (a) an "“employee benefit plan" ” (as defined in Section 3(3) of ERISA and subject to Title I of ERISA), including governmental plans and church plans, (b) any "“plan" ” (as defined in and subject to Section 4975(e)(1) 4975 of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "“plan assets" ” (within the meaning of U.S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- 101 or otherwise under § 2510.3-101, as modified by Section 3(42) of ERISA) by reason of a plan's ’s investment in the entity, including, without limitation, an insurance company general account.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerSellers, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "Transfer") except in accordance with this Section 19 10.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerSellers, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "Assignee") unless such Assignee shall have executed and delivered to the Seller Sellers on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D (an "Investment Letter"), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectus. Each Assignee will agree with the Seller that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA), including governmental plans and church plans, (b) any "plan" (as defined in Section 4975(e)(1) of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "plan assets" (within the meaning of Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- § 2510.3-101 or otherwise under ERISA) by reason of a plan's investment in the entity, including, without limitation, an insurance company general account.
(d) This Section 10.07 shall not apply to the transfer and pledge of the Collateral Interest on the Closing Date by the Sellers pursuant to the Transfer Agreement or by the Capital One Secured Note Trust 2001-3 to the Indenture Trustee (as defined in the Transfer Agreement) pursuant to the Indenture (as defined in the Transfer Agreement).
Appears in 1 contract
Sources: Pooling and Servicing Agreement Supplement (Capital One Master Trust)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the Seller, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "Transfer") except in accordance with this Section 19 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the Seller, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "Assignee") unless such Assignee shall have executed and delivered to the Seller on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D (an "Investment Letter"), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectus. Each Assignee will agree with the Seller that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA), including governmental plans and church plans, (b) any "plan" (as defined in Section 4975(e)(1) of the Code) including individual retirement accounts and K▇▇▇▇ plans, or (c) any other entity whose underlying assets include "plan assets" (within the meaning of Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- 101 or otherwise under ERISA) by reason of a plan's investment in the entity, including, without limitation, an insurance company general account.
(d) This Section 19 shall not apply to the transfer and pledge of the Collateral Interest on the Closing Date by the Seller pursuant to the Transfer Agreement or by the MBNA Asset Backed Note Trust (2001-B) to the Indenture Trustee (as defined in the Transfer Agreement) pursuant to the Indenture (as defined in the Transfer Agreement).
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Mbna America Bk Nat Assoc Mbna Master Credit Card Trust Ii)
Transfers of the Collateral Interest. (a) Unless otherwise consented to by the SellerTransferor, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "“Transfer"”) except in accordance with this Section 19 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the SellerTransferor, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "“Assignee"”) unless such Assignee shall have executed and delivered to the Seller Transferor on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D E (an "“Investment Letter"”), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller Transferor to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectusprospectus prepared in connection with the sale of the Series 20[__]-[_] Certificates. Each Assignee will agree with the Seller Transferor that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit D (Transferor an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest Letter and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may be TransferredTransferred to, and each Assignee will certify that it is not, (a) an "“employee benefit plan" ” (as defined in Section 3(3) of ERISA and subject to Title I of ERISA), including governmental plans and church plans, (b) any "“plan" ” (as defined in and subject to Section 4975(e)(1) 4975 of the Code) including individual retirement accounts and K▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "“plan assets" ” (within the meaning of U.S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3- 101 or otherwise under § 2510.3-101, as modified by Section 3(42) of ERISA) by reason of a plan's ’s investment in the entity, including, without limitation, an insurance company general account.
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Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC)