Common use of Transfer of Collateral Certificate Clause in Contracts

Transfer of Collateral Certificate. (a) In consideration of the Trust's delivery to or upon the order of the Transferor of the net proceeds of the initial sale of the Notes, the Transferor does hereby absolutely transfer, assign, set over and otherwise convey to the Trust, without recourse (subject to the obligations herein), all right, title and interest of the Transferor in and to the Collateral Certificate and the proceeds thereof. This Agreement also shall be deemed to be and hereby is a security agreement within the meaning of the UCC, and the conveyance by the Transferor provided for in this Agreement shall be deemed to be and hereby is a grant by the Transferor to the Trust of a security interest in and to all of the Transferor's right, title and interest, whether now owned or hereafter acquired, in, to and under the Collateral Certificate and all accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit and investment property consisting of, arising from, or relating to the Collateral Certificate and the proceeds thereof, to secure the rights of the Trust under this Agreement and the obligations of the Transferor hereunder. The Transferor and the Trust shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that the security interest in the Collateral Certificate created hereunder will be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. (b) To the extent that the Transferor retains any interest in the Collateral Certificate, the Transferor hereby grants to the Indenture Trustee for the benefit of the holders of the Notes a security interest in and to all of the Transferor's right, title, and interest, whether now owned or hereafter acquired, in, to, and under all accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit, and investment property consisting of, arising from, or relating to the Collateral Certificate and the proceeds thereof (collectively, the "Indenture Collateral"), to secure performance of all of the obligations of the Transferor under the Pooling and Servicing Agreement, the Series 2002-CC Supplement and the Transaction Documents. With respect to the Indenture Collateral, the Indenture Trustee shall have all of the rights it has under the Transaction Documents. The Indenture Trustee shall have all of the rights of a secured creditor under the UCC in New York and the UCC in Delaware.

Transfer of Collateral Certificate. (a) In consideration of the Trust's delivery to or upon the order of the Transferor of the net proceeds of the initial sale of the Notes, the Transferor does hereby absolutely transfer, assign, set over and otherwise convey to the Trust, without recourse (subject to the obligations herein), ) all right, title and interest of the Transferor in and to the Collateral Certificate and the proceeds thereof. This Agreement also shall be deemed to be and hereby is a security agreement within the meaning of the UCC, and the conveyance by the Transferor provided for in this Agreement shall be deemed to be and hereby is a grant by the Transferor to the Trust of a security interest in and to all of the Transferor's right, title and interest, whether now owned or hereafter acquired, in, to and under the Collateral Certificate and all accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit and investment property consisting of, arising from, or relating to the Collateral Certificate and the proceeds thereof, to secure the rights of the Trust under this Agreement and the obligations of the Transferor hereunder. The Transferor and the Trust shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that the security interest in the Collateral Certificate created hereunder will be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. (b) To the extent that the Transferor retains any interest in the Collateral Certificate, the Transferor hereby grants to the Indenture Trustee for the benefit of the holders of the Notes a security interest in and to all of the Transferor's right, title, and interest, whether now owned or hereafter acquired, in, to, and under all accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit, and investment property consisting of, arising from, or relating to the Collateral Certificate and the proceeds thereof (collectively, the "Indenture Collateral"), to secure performance of all of the obligations of the Transferor under the Pooling and Servicing Agreement, the Series 2002-CC Supplement and the Transaction Documents. With respect to the Indenture Collateral, the Indenture Trustee shall have all of the rights it has under the Transaction Documents. The Indenture Trustee shall have all of the rights of a secured creditor under the UCC in New York and the UCC in Delaware.

Transfer of Collateral Certificate. (a) In consideration of the Master Owner Trust's delivery to or upon the order of the Transferor Seller of the net proceeds of the initial sale of the Notes, the Transferor Seller does hereby absolutely transfer, assign, set over and otherwise convey to the Master Owner Trust, without recourse (subject to the obligations herein), ) all right, title and interest of the Transferor Seller in and to the Collateral Certificate and the proceeds thereof. This Agreement also shall be deemed to be and hereby is a security agreement within the meaning of the UCC, and the conveyance by the Transferor Seller provided for in this Agreement shall be deemed to be and hereby is a grant by the Transferor Seller to the Master Owner Trust of a security interest in and to all of the TransferorSeller's right, title and interest, whether now owned or hereafter acquired, in, to and under the Collateral Certificate and all accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit and investment property consisting of, arising from, or relating to the Collateral Certificate and the proceeds thereof, to secure the rights of the Master Owner Trust under this Agreement and the obligations of the Transferor Seller hereunder. The Transferor Seller and the Master Owner Trust shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that the security interest in the Collateral Certificate created hereunder will be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. (b) To the extent that the Transferor Seller retains any interest in the Collateral Certificate, the Transferor Seller hereby grants to the Indenture Trustee for the benefit of the holders of the Notes a security interest in and to all of the TransferorSeller's right, title, and interest, whether now owned or hereafter acquired, in, to, and under all accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit, and investment property consisting of, arising from, or relating to the Collateral Certificate and the proceeds thereof (collectively, the "Indenture CollateralINDENTURE COLLATERAL"), to secure performance of all of the obligations of the Transferor Seller under the Pooling and Servicing Agreement, the Series 2002-CC Supplement and the Transaction Issuer Documents. With respect to the Indenture Collateral, the Indenture Trustee shall have all of the rights it has under the Transaction Issuer Documents. The Indenture Trustee shall have all of the rights of a secured creditor under the UCC in New York and the UCC in Delaware.

Transfer of Collateral Certificate. (a) In consideration of the Trust's delivery to or upon the order of the Transferor of the net proceeds of the initial sale of the Notes, the Transferor does hereby absolutely transfer, assign, set over over, pledge and otherwise convey to the Trust, without recourse (subject to the obligations herein), ) all right, title and interest of the Transferor in and to the Collateral Certificate and the proceeds thereof. This Agreement also shall be deemed to be and hereby is a security agreement within the meaning of the UCC, and the conveyance by the Transferor provided for in this Agreement shall be deemed to be and hereby is a grant by the Transferor to the Trust of a security interest in and to all of the Transferor's right, title and interest, whether now owned or hereafter acquired, in, to and under the Collateral Certificate and all accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit and investment property consisting of, arising from, or relating to the Collateral Certificate and the proceeds thereof, to secure the rights of the Trust under this Agreement and the obligations of the Transferor hereunder. The Transferor and the Trust shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that the security interest in the Collateral Certificate created hereunder will be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. (b) To the extent that the Transferor retains any interest in the Collateral Certificate, the Transferor hereby grants to the Indenture Trustee for the benefit of the holders of the Notes a security interest in and to all of the Transferor's right, title, and interest, whether now owned or hereafter acquired, in, to, and under all accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit, and investment property consisting of, arising from, or relating to the Collateral Certificate and the proceeds thereof (collectively, the "Indenture Collateral"), to secure performance of all of the obligations of the Transferor under the Pooling and Servicing Agreement, the Series 2002-CC Supplement and the Transaction Documents. With respect to the Indenture Collateral, the Indenture Trustee shall have all of the rights it has under the Transaction Documents. The Indenture Trustee shall have all of the rights of a secured creditor under the UCC in New York and the UCC in Delaware.

Transfer of Collateral Certificate. (a) In consideration of the Master Owner Trust's ’s delivery to or upon the order of the Transferor Seller of the net proceeds of the initial sale of the Notes, the Transferor Seller does hereby absolutely transfer, assign, set over and otherwise convey to the Master Owner Trust, without recourse (subject to the obligations herein), ) all right, title and interest of the Transferor Seller in and to the Collateral Certificate and the proceeds thereof. This Agreement also shall be deemed to be and hereby is a security agreement within the meaning of the UCC, and the conveyance by the Transferor Seller provided for in this Agreement shall be deemed to be and hereby is a grant by the Transferor Seller to the Master Owner Trust of a security interest in and to all of the Transferor's Seller’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Collateral Certificate and all accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit and investment property consisting of, arising from, or relating to the Collateral Certificate and the proceeds thereof, to secure the rights of the Master Owner Trust under this Agreement and the obligations of the Transferor Seller hereunder. The Transferor Seller and the Master Owner Trust shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that the security interest in the Collateral Certificate created hereunder will be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. (b) To the extent that the Transferor Seller retains any interest in the Collateral Certificate, the Transferor Seller hereby grants to the Indenture Trustee for the benefit of the holders of the Notes a security interest in and to all of the Transferor's Seller’s right, title, and interest, whether now owned or hereafter acquired, in, to, and under all accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit, and investment property consisting of, arising from, or relating to the Collateral Certificate and the proceeds thereof (collectively, the "“Indenture Collateral"”), to secure performance of all of the obligations of the Transferor Seller under the Pooling and Servicing Agreement, the Series 2002-CC Supplement and the Transaction Issuer Documents. With respect to the Indenture Collateral, the Indenture Trustee shall have all of the rights it has under the Transaction Issuer Documents. The Indenture Trustee shall have all of the rights of a secured creditor under the UCC in New York and the UCC in Delaware.

Transfer of Collateral Certificate. (a) In consideration of the Trust's delivery to or upon the order of the Transferor of the net proceeds of the initial sale of the Notes, the Transferor does hereby absolutely transfer, assign, set over over, pledge and otherwise convey to the Trust, without recourse (subject to the obligations herein), ) all right, title and interest of the Transferor in and to the Collateral Certificate and the proceeds thereof. This Agreement also shall be deemed to be and hereby is a security agreement within the meaning of the UCC, and the conveyance by the Transferor provided for in this Agreement shall be deemed to be and hereby is a grant by the Transferor to the Trust of a security interest in and to all of the Transferor's right, title and interest, whether now owned or hereafter acquired, in, to and under the Collateral Certificate and all accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit and investment property consisting of, arising from, or relating to the Collateral Certificate and the proceeds thereof, to secure the rights of the Trust under this Agreement and the obligations of the Transferor hereunder. The Transferor and the Trust shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that the security interest in the Collateral Certificate created hereunder will be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. (b) To the extent that the Transferor retains any interest in the Collateral Certificate, the Transferor hereby grants to the Indenture Trustee for the benefit of the holders of the Notes a security interest in and to all of the Transferor's right, title, and interest, whether now owned or hereafter acquired, in, to, and under all accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit, and investment property consisting of, arising from, or relating to the Collateral Certificate and the proceeds thereof (collectively, the "Indenture Collateral"), to secure performance of all of the obligations of the Transferor under the Pooling and Servicing Agreement, the Series 2002-CC 2001-[.] Supplement and the Transaction Documents. With respect to the Indenture Collateral, the Indenture Trustee shall have all of the rights it has under the Transaction Documents. The Indenture Trustee shall have all of the rights of a secured creditor under the UCC in New York and the UCC in Delaware.

Transfer of Collateral Certificate. (a) In consideration of the Trust's delivery to or upon the order of the Transferor of the Trust Certificate and the net proceeds of the initial sale of the Notes, the Transferor does hereby absolutely transfer, assign, set over over, contribute and otherwise convey to the Trust, without recourse (subject to the obligations herein), all right, title and interest of the Transferor in and to the Collateral Certificate and the proceeds thereof. This The parties to this Agreement intend that the conveyance of the Collateral Certificate and the proceeds thereof pursuant to this Agreement constitute a sale, and not a pledge to secure a borrowing, for accounting purposes. Nevertheless, if, and to the extent that, notwithstanding such intent, the transfer is not deemed to be a sale, this Agreement also shall be deemed to be and hereby is a security agreement within the meaning of the UCC, and the conveyance by the Transferor provided for in this Agreement shall be deemed to be and hereby is a grant by the Transferor to the Trust of a security interest in and to all of the Transferor's right, title and interest, whether now owned or hereafter acquired, in, to and under the Collateral Certificate and Certificate, all accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, letter-of-credit rights, advices of credit and investment property consisting of, arising from, or relating to the Collateral Certificate Certificate, and the proceeds thereof, to secure the rights of the Trust under this Agreement and the obligations of the Transferor hereunder. The Transferor and the Trust shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that the security interest in the Collateral Certificate created hereunder will be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. (b) To the extent that the Transferor retains any interest in the Collateral Certificate, the Transferor hereby grants to the Indenture Trustee for the benefit of the holders of the Notes a security interest in and to all of the Transferor's right, title, and interest, whether now owned or hereafter acquired, in, to, and under the Collateral Certificate, all accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, letter-of-credit rights, advices of credit, and investment property consisting of, arising from, or relating to the Collateral Certificate Certificate, and the proceeds thereof (collectively, the "Indenture Collateral"), to secure performance of all of the obligations of the Transferor under the Pooling and Servicing Agreement, the Series 2002-CC Supplement and the Transaction Documentshereunder. With respect to the grant made to the Indenture CollateralTrustee pursuant to this subsection, the Indenture Trustee shall have all of the rights it has under the Transaction Documents. The Indenture Trustee shall have all of the rights of a secured creditor under the UCC in New York and the UCC in DelawareUCC.