Common use of Transfer of the Certificates Clause in Contracts

Transfer of the Certificates. The Transferor shall not sell, transfer, assign, convey or pledge, and shall not permit or allow the sale, transfer, assignment, conveyance or pledge of, any Certificates at any time subsequent to the Date of Issuance to any Person that is an Affiliate of NAFI or the Transferor unless, prior to such sale, transfer, assignment, conveyance or pledge, the Transferor delivers to Financial Security an opinion of counsel addressed to Financial Security and satisfactory to Financial Security in its sole discretion and substantially similar in form and substance to the opinion of counsel delivered on the Date of Issuance as to non-consolidation of the assets and liabilities of (x) the Transferor and NAFI and (y) the Transferor and any such Person that is an Affiliate of the Transferor (other than NAFI); provided, however, that the Transferor shall not sell, transfer, assign, convey or pledge, and shall not permit or allow the sale, transfer, assignment, conveyance or pledge of, any Certificate at any time subsequent to the Date of Issuance to any Person that is not an Affiliate of either the Transferor or NAFI unless, (i) prior to such sale, transfer, assignment, conveyance or pledge, such Person delivers to Financial Security (A) its agreement in writing to the effect that so long as it has any interest in any Certificate such Person shall not become an Affiliate of the Transferor or NAFI and (B) its agreement in writing containing a nonpetition covenant with respect to the Transferor in form and substance satisfactory to Financial Security in its sole discretion, and (ii) the obligations of the Transferor to such Person in connection with such sale, transfer, assignment, conveyance or pledge shall be recourse only to the extent of amounts, if any, received by the Transferor pursuant to Section 3.03(b) of the Spread Account Agreement.