Common use of Transfer or Conveyance of Seller Certificate Clause in Contracts

Transfer or Conveyance of Seller Certificate. It is the understanding of the parties that the Seller Certificate will be issued initially to Discover Bank, and that any Additional Sellers will enter into the Seller Certificate Ownership Agreement with Discover Bank and, thereafter, hold the Seller Certificate, together with Discover Bank, as tenants-in-common. Except with respect to any such transfer of a portion of their interest in the Seller Certificate to any Additional Seller pursuant to the terms of this Agreement, or the transfer of all or part of any Seller’s interest in the Seller Certificate to an affiliate of Discover Bank that is included in the same “affiliated group” as Discover Bank for United States federal income tax purposes, no Seller may transfer, assign, sell or otherwise convey, pledge or hypothecate or otherwise grant a security interest in (each, for purposes of this Section 7.05, a “transfer”) any portion of the Seller Interest represented by the Seller Certificate; provided, however, that a Seller may transfer a portion of the Seller Interest so long as the agreements and other documentation relating thereto are consistent with, and subject to, the terms hereof and do not require any action prohibited or prohibit any action required on the part of the Master Servicer, the Sellers or the Trustee by the terms of this Agreement or any Series Supplement, or as necessary to protect the interests of the Investor Certificateholders; and, provided that such Seller shall have been advised by the Rating Agencies that such transfer would not cause the ratings of any Class of any Series then outstanding to be lowered or withdrawn. Notwithstanding the foregoing, such advice shall not be required if the principal objective of such conveyance or transfer is compliance with Regulatory Requirements, provided that Discover Bank shall notify the Rating Agencies of such conveyance or transfer. For purposes of the foregoing sentence, Regulatory Requirements shall mean Requirements of Law applicable to any Seller or any of its affiliates as a result of the affiliation of any Seller or any of its affiliates with a depository institution or applicable to any Seller or any of its affiliates as a depository institution, including, without limitation, any condition under such Requirements of Law that must be satisfied in order for any affiliate of any Seller to avoid being treated as a bank holding company (or any similar designation under the Bank Holding Company Act of 1956, as said act may be amended from time to time) under the Bank Holding Company Act of 1956, as amended, notwithstanding such affiliation, or to avoid limitations under said act upon the activities in which affiliates of any Seller may engage.

Transfer or Conveyance of Seller Certificate. It is the understanding of the parties that the Seller Certificate will be issued initially to Discover BankGreenwood, and that any Additional Sellers will enter into the Seller Certificate Ownership Agreement with Discover Bank Greenwood and, thereafter, hold the Seller Certificate, together with Discover BankGreenwood, as tenants-in-common. Except with respect to any such transfer of a portion of their interest in the Seller Certificate to any Additional Seller pursuant to the terms of this Agreement, or the transfer of all or part of any Seller’s 's interest in the Seller Certificate to an affiliate of Discover Bank Greenwood that is included in the same “"affiliated group” " as Discover Bank Greenwood for United States federal income tax purposes, no Seller may transfer, assign, sell or otherwise convey, pledge or hypothecate or otherwise grant a security interest in (each, for purposes of this Section 7.05, a “"transfer”") any portion of the Seller Interest represented by the Seller Certificate; provided, however, that a Seller may transfer a portion of the Seller Interest so long as the agreements and other documentation relating thereto are consistent with, and subject to, the terms hereof and do not require any action prohibited or prohibit any action required on the part of the Master Servicer, the Sellers or the Trustee by the terms of this Agreement or any Series Supplement, or as necessary to protect the interests of the Investor Certificateholders; and, provided that such Seller shall have been advised by the Rating Agencies that such transfer would not cause the ratings of any Class of any Series then outstanding to be lowered or withdrawn. Notwithstanding the foregoing, such advice shall not be required if the principal objective of such conveyance or transfer is compliance with Regulatory Requirements, provided that Discover Bank Greenwood shall notify the Rating Agencies of such conveyance or transfer. For purposes of the foregoing sentence, Regulatory Requirements shall mean Requirements of Law applicable to any Seller or any of its affiliates as a result of the affiliation of any Seller or any of its affiliates with a depository institution or applicable to any Seller or any of its affiliates as a depository institution, including, without limitation, any condition under such Requirements of Law that must be satisfied in order for any affiliate of any Seller to avoid being treated as a bank holding company (or any similar designation under the Bank Holding Company Act of 1956, as said act may be amended from time to time) under the Bank Holding Company Act of 1956, as amended, notwithstanding such affiliation, or to avoid limitations under said act upon the activities in which affiliates of any Seller may engage.