Transferor Certificate. 23 Trustee.......................................................................23
Transferor Certificate. The Trustee shall be entitled but not obligated to recover from any Holder of a Class A-R Certificate that was in fact not a Permitted Transferee at the time it became a Holder or, at such subsequent time as it became other than a Permitted Transferee, all payments made on such Class A-R Certificate at and after either such time. Any such payments so recovered by the Trustee shall be paid and delivered by the Trustee to the last preceding Permitted Transferee of such Certificate.
Transferor Certificate. Prior to each date as of which Contracts and the Equipment subject to such Contracts are to be reacquired by the Originator pursuant to the Indenture, the Transferors shall submit to the Originator a certificate signed by the president, executive vice president, any vice president or the treasurer of the Manager of each of the Transferors (a "Transferors Certificate") and completed as to its date and the date of this Agreement. Each Transferors Certificate shall operate as an assignment, without recourse, representation, or warranty, to the Originator of all of the Transferors' respective right, title and interests in and to such Contracts and Equipment, and all security and documents relating thereto, such assignment being an assignment outright and not for security; and upon payment of the Reacquisition Amount, the Originator will thereupon own such Contract, such interest in the related Equipment and all such security and documents, free of any further obligation to the Transferors with respect thereto. If in any enforcement suit or legal proceeding it is held that the Servicer may not enforce a Contract on the ground that it is not a real party-in-interest or holder entitled to enforce the Contract, the Transferors shall, at the Servicer's expense, take such steps as the Servicer deems necessary to enforce the Contract, including bringing suit in a Transferor's name.
Transferor Certificate. The Transferor Certificate shall represent an undivided beneficial interest in the Trust Estate subject to the Lien created pursuant to the Indenture, including the right to receive Collections with respect to the Transferred Receivables and other amounts at the times and in the amounts specified in the Indenture and any Indenture Supplement to be paid to the Holder of the Transferor Certificate.
Transferor Certificate. Except for (i) the conveyances hereunder in connection with any transaction permitted by subsection 4.02(a)(i) and as provided in subsection 2.09(g) of this Agreement or Section 2.12 of the Indenture or (ii) conveyances permitted under the Trust Agreement, such Transferor agrees not to transfer, sell, assign, exchange, participate or otherwise convey or pledge, hypothecate or otherwise grant a security interest in its Trust Beneficial Interest or Certificate and any such attempted sale, transfer, assignment, exchange, participation, conveyance, pledge, hypothecation or grant shall be void; provided, however, that: (i) nothing in this subsection shall prevent the holder of a Trust Beneficial Interest or Certificate from granting to an Affiliate a participation interest or other beneficial interest in the rights to receive cash flows related to such Trust Beneficial Interest or Certificate, if (A) such interest does not grant such Affiliate any rights hereunder or delegate to such Affiliate any obligations or duties hereunder and (B) the transferor of such interest obtains the prior written consent of such Transferor; and (ii) the holder of a Trust Beneficial Interest or a Certificate may pledge, hypothecate or otherwise grant a security interest in all or any portion of such Trust Beneficial Interest or Certificate to a Federal Reserve Bank or a Federal Home Loan Bank, provided, that (x) such pledge, hypothecation or grant may not be used as an artifice or device to avoid or limit the foregoing prohibition on transfer and (y) under no circumstances may such holder pledge, hypothecate or otherwise grant a security interest in any of its rights in a Trust Beneficial Interest or Certificate other than the right to receive cash payments in respect of such Trust Beneficial Interest or Certificate as provided in the Trust Agreement and the Transaction Documents. All transfers of Trust Beneficial Interests or Certificates shall comply with Section 3.07(vii) of the Trust Agreement.
Transferor Certificate. (a) The Transferor shall hold an undivided beneficial interest in the Trust Assets subject to the lien of the Notes as provided in the Indenture, including the right to receive distributions, if any, with respect to the Series 2004-1 Certificate, and any other amounts at the times and in the amounts specified in the Indenture and any Indenture Supplement to be distributed to the Trust to be paid to the holder of the Transferor Certificate. All amounts payable to the Trust under and pursuant to the Indenture and the Indenture Supplements are to be paid to the holder of the Transferor Certificate.
(b) At any time the Transferor may surrender its Transferor Certificate to the Owner Trustee in exchange for a newly issued Transferor Certificate and another certificate (a “Supplemental Certificate”), the form and terms of which shall be defined in a supplement (a “Transferor Certificate Supplement”) to this Agreement (which Transferor Certificate Supplement shall be subject to Section 10.01 to the extent that it amends any of the terms of this Agreement) to be delivered to or upon the order of the Transferor. The issuance of any such Supplemental Certificate shall be subject to satisfaction of the following conditions:
(i) on or before the fifth day immediately preceding the issuance of a Supplemental Certificate, the Transferor shall have given the Owner Trustee, the Servicer, the Indenture Trustee and each Rating Agency notice (unless such notice requirement is otherwise waived) of such issuance of a Supplemental Certificate;
(ii) the Transferor shall have delivered to the Owner Trustee and the Indenture Trustee any related Transferor Certificate Supplement in form reasonably satisfactory to the Owner Trustee and the Indenture Trustee, executed by each party hereto;
(iii) the Rating Agency Condition shall have been satisfied with respect to such issuance of a Supplemental Certificate;
(iv) such surrender and exchange, will not result in any Adverse Effect and the Transferor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer’s Certificate of the Transferor, dated the date of such issuance of a Supplemental Certificate, to the effect that the Transferor reasonably believes that such issuance of a Supplemental Certificate, will not, based on the facts known to such officer at the time of such certification, have an Adverse Effect and that all other conditions to the issuance of such Supplemental Certificate have been satisfied; and
(v)...
Transferor Certificate. On each Business Day, unless an Event of Termination has occurred and is continuing, the Transferor may, but is not obligated to, direct the Servicer to deposit into the Collection Account an amount not to exceed the excess of the Transferor Eligible Amount (calculated after giving effect to the deposits and payments set forth in clauses (i), (ii), (iii), and (iv) of Section 4.03(b)(I)) over the sum of the Aggregate Subordinated Minimum Transferor Amount and the aggregate of the Defaulted Amounts for the current Settlement Period. Notwithstanding the foregoing, at no time (whether during an Amortization Period or a Non- Amortization Period for any Series) shall any distribution be made to the Transferor if after giving effect to such distribution, either (i) the Excess Funding Amount would be greater than zero or (ii) the total amount on deposit in the Collection Account and the Concentration Accounts is less than the sum of (1) an amount equal to two months of interest on the outstanding Investor Certificates and the Variable Funding Certificate based on the then-current Invested Amounts, Issuer Amount, and Certificate Rates, and (2) an amount equal to two months of Servicing Fees based on the then-current Invested Amounts and Issuer Amount. If the Excess Funding Amount is greater than zero, amounts otherwise distributable to Transferor shall be deposited into the Excess Funding Account. To the extent that the Transferor elects not to direct the Servicer to deposit such amounts, such amounts shall be retained in the Concentration Accounts.
Transferor Certificate. The certificate to be furnished by each Holder of a Private Certificate (which is also a Physical Certificate) to the Trustee pursuant to Article VII, in connection with the offer, sale, transfer or other disposition of such Private Certificate, substantially in the form set forth as Exhibit E hereto.
Transferor Certificate. Prior to each date as of which Contracts and the interest of the Transferor in the Equipment subject to such Contracts are to be re-purchased by First Sierra pursuant to the Indenture, the Transferor shall submit to First Sierra a certificate signed by the president, executive vice president, any vice president or the treasurer of the Transferor (a "Transferor Certificate"), executed by the Transferor and completed as to its date and the date of this Agreement. Each Transferor Certificate shall operate as an assignment, without recourse, representation, or warranty, to First Sierra of all the Transferor's right, title, and interest in and to such purchased Contract, the Transferor's interest in the related Equipment, and all security and documents relating thereto, such assignment being an assignment outright and not for security; and upon payment of the Repurchase Amount, First Sierra will thereupon own such Contract, such interest in the related Equipment and all such security and documents, free of any further obligation to the Transferor with respect thereto. If in any enforcement suit or legal proceeding it is held that the Servicer may not enforce a Contract on the ground that it is not a real party in interest or holder entitled to enforce the Contract, the Transferor shall, at the Servicer's expense, take such steps as the Servicer deems necessary to enforce the Contract, including bringing suit in the Transferor's name.
Transferor Certificate. Except for (i) the conveyances hereunder, in connection with any transaction permitted by subsection 6.01(a)(i) or (ii) conveyances permitted under the Trust Agreement, the Transferor agrees not to transfer, sell, assign, exchange, participate or otherwise convey or pledge, hypothecate or otherwise grant a security interest in any Transferor Certificate and any such attempted sale, transfer, assignment, exchange, participation, conveyance, pledge, hypothecation or grant shall be void, unless the Owner Trustee shall have received a Tax Opinion; provided, however, that nothing in this subsection shall prevent the holder of a Transferor Certificate from granting to an Affiliate a participation interest or other beneficial interest in the rights to receive cash flows related to such Transferor Certificate, if (A) such interest does not grant such Affiliate any rights hereunder or delegate to such Affiliate any obligations or duties hereunder and (B) the transferor of such interest obtains the prior written consent of the Transferor. All transfers of Transferor Certificates shall comply with Section 3.07 of the Trust Agreement as such section pertains to the transfer of the Beneficial Interest as defined in the Trust Agreement.
